Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Mortgage Loan Sellers," "-Underwriting Standards,, "--The Sponsors" and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C30), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement; and
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CWCapital Commercial Funding Corp.), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the organizational documents of the Seller, and (ii) a certificate of good standing of the Seller issued by the Secretary of State of the State of New York as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg9), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg11), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and
(g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and
(g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoans or the Seller, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex AAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans and the Mortgaged Real Properties," "Risk Factors-The --Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" Summary of the Offering Memorandum--Relevant Parties--Mortgage Loan Sellers".
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and
(g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Placement Agent and each individual who, as an officer or representative Rating Agency; and
(g) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Placement Agent in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-4)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.a
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C26)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Private Placement
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the organizational documents of the Seller, and (ii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg11), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg9)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each individual who, as an officer or representative of the Seller, signed this Agreement or Rating Agency any other document or certificate delivered on or before opinions of counsel for the Closing Date Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Free Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer or other authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer [Reserved];
(e) The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement (signed or other evidence of such authorization acceptable to the Purchaser), the certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller in his/her capacity as an officerform and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing DateDate and addressed to the Purchaser, the Underwriters and upon which each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsreasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of corporate existence regarding the Seller from the State of New York Banking Department, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Placement Agent and each individual who, as an officer or representative Rating Agency; and
(g) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Placement Agent in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated as of the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus SupplementSupplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date Time of the Prospectus SupplementSale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Mortgage
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus SupplementSupplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date Time of the Prospectus SupplementSale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.nothing has come to his
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ;
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1), Mortgage Loan Purchase Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty -- Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Supplement, the paragraph that begins on page "iv" of the Memorandum and carries over to page "v" of the Memorandum and the first and second full paragraphs paragraph on page "iiiv" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: entitled "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions Certain Characteristics of the Mortgage Loans," (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Certain Statistical Information Regarding the Mortgage Loans," "-The (insofar as the information contained in Annex A-2 relates to the Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of Loans sold by the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller hereunder), Annex B to the
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-): “The Parties-—The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-” “The Mortgage Loans," "” “Risk Factors-—The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “—Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “—Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan Sellers," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first second and second full third paragraphs on page "iii" “iv” of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Closing Documents. (a) The Closing Documents shall consist of the following, and the delivery thereof on or prior to the Closing Date can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer’s Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, the Initial Purchasers and BAMLCM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) A certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and
(g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Mortgage Loan Purchase and Sale Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the MLMCI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the MLMCI Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.the
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and
(bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and
(g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and
(h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective times parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-4), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerEach of:
(i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Seller's entering into the transactions contemplated by this Agreement, (ii) the certificate from of incorporation and bylaws of the Seller, and (iii) an officer original or a copy of a certificate of good standing of the Seller issued by the State of California not earlier than 30 days prior to the Closing Date;
(signed in his/her capacity as an officere) A written opinion of counsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing DateDate and addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the Initial Purchasers and upon which each of the Rating Agencies, together with such other written opinions, including as to insolvency matters, as may be required by the Rating Agencies; and
(f) Such further certificates, opinions and documents as the Purchaser and the Underwriters may rely, reasonably request prior to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Private Placement Memorandum, dated as of April 23, 2004 (the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating "Memorandum") (pursuant to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.certain
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoan, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoan, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loan), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loan), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loan), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loan), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loan and exclusive of any statements in such sections that purport to summarize describe the servicing and administration provisions of the Pooling and Servicing Agreement: Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," ", "Summary of the Prospectus Supplement---The Mortgage LoansLoans And The Mortgaged Real Properties," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." . The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of (as attached as an exhibit to the Memorandum.);
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans," "Risk Factors-, "RISK FACTORS--The Mortgage Loans," and "Description of the Mortgage Pool-, "DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Sponsors", "--The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C27), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C27)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender --AB Mortgage Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of September 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of September 17, 2004 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies;
(g) A Certificate of ▇▇▇▇▇▇▇, executed by a duly authorized officer of Merrill and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: the representations and warranties of Merrill in the Merrill MLPA are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of Merrill, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the Closing Date, included or includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇▇ Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the ▇▇▇▇▇▇▇ Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇▇ Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the ▇▇▇▇▇▇▇ Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(i) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus Supplement shall consist of Annex A A-1 (as contained in each of the September 13, 2006 Free Writing Prospectus and the September 15, 2006 Revised Annex A-1 Free Writing Prospectus) thereto, entitled "Certain Characteristics of the diskette Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Free Writing Prospectus, entitled "Preliminary Structural and Collateral Term Sheet" (as modified by the September 15, 2006 Term sheet and insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the Free Writing Prospectus Supplement (insofar as such diskette CD-ROM is consistent with such Annex A) ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Free Writing Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to summarize describe the servicing and administration provisions of the Pooling and Servicing Agreement: Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of the Prospectus Supplement-The Offering Prospectus--Relevant Parties-The --Sponsors/Mortgage Loan Sellers," ", "Summary of the Prospectus Supplement-Offering Prospectus--The Mortgage Loans," Loans and the Mortgaged Real Properties", "Risk Factors-The --Risks Related to the Mortgage Loans," and ", "Description of the Mortgage Pool-General," "-Mortgage Loan History," , "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards,Transaction Participants--The Sponsors" and "-Representations Affiliations and Warranties; Repurchases Certain Relationships and SubstitutionsRelated Transactions"." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of March 1, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of March 21, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and, without limitation, exclusive of any statements in such sections that purport to summarize describe the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Supplement-- Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement-Supplement-- The Mortgage LoansLoans And The Mortgaged Real Properties," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." . The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of (as attached as an exhibit to the Memorandum.);
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Mkb2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans--Overlook at Great Notch," "-The --Ten Largest Mortgage Loans--Gardner Portfolio," "--The Mortgage Loan Sellers," "-Underwriting Standards--Underwriti▇▇ ▇▇▇▇dards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist obligations of the followingAgent hereunder shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agent receiving at the Closing Time and the delivery by the Corporation to the Agent of:
(a) This favourable legal opinions of the Corporation’s counsel addressed to the Agent, in form and substance reasonably satisfactory to the Agent, with respect to such matters as the Agent may reasonably request relating to the Corporation, the offering of the Offered Shares and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation and each of the material Subsidiaries, have been duly created, incorporated or amalgamated, as the case may be, and are validly subsisting and have all requisite corporate capacity, power and authority to own and lease its properties and assets and to carry on their respective businesses as now conducted by them and as described in the Prospectuses and are qualified to carry on business under the laws of each of the jurisdictions in which they carry on a material portion of their respective businesses;
(ii) the Corporation has full corporate power and authority to enter into this Agreement and the Broker Warrant Certificates and to perform its obligations set out herein and therein, and this Agreement has been and the Broker Warrant Certificates will, on the Closing Date, be, duly authorized, executed and delivered by the Purchaser Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by:
(A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally;
(B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court;
(C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments;
(D) the applicable laws regarding limitations of actions;
(E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court;
(F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and
(G) the rights to indemnity, contribution and waiver under the documents which may be limited or unavailable under applicable law;
(iii) the execution and delivery of this Agreement and the Sellerfulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Broker Warrant Certificates by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under:
(A) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein;
(B) any term or provision of the notice of articles, articles or other constating documents, as applicable, of the Corporation;
(C) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation;
(D) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or
(E) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement and the Broker Warrant Certificates;
(iv) the Offered Shares have been validly issued as fully paid and, if applicable, non- assessable securities of the Corporation;
(v) the Corporation is a reporting issuer in each of the Qualifying Provinces, and is not included in a list of defaulting reporting issuers maintained pursuant to the applicable securities legislation of such provinces, and is eligible to participate in NI 44-101 in each of the Qualifying Provinces;
(vi) the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Prospectuses;
(vii) the Offered Shares are “qualified investments” as set out under the heading “Eligibility for Investment” in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through persons duly registered under the Applicable Securities Laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws;
(ix) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws in the Qualifying Provinces;
(x) the Offered Shares are conditionally approved for listing and subject only to customary post-closing conditions;
(xi) Odyssey Trust Company, at its principal offices in Vancouver, British Columbia has been duly appointed the transfer agent and registrar for each of the Common Shares and;
(xii) the form and terms of the definitive certificates representing each of the Common Shares have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and
(xiii) the authorized and issued capital of the Corporation. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditor as to relevant matters of fact;
(b) A certificate if any Offered Shares are sold in the United States, a favourable legal opinion, in form and substance reasonably satisfactory to the Agent, which opinion may be subject to usual and customary qualifications for opinions of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may relythis type, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Shares in the United States in accordance with the terms of this Agreement, including Schedule “A” attached hereto;
(c) a certificate of the Corporation dated the Closing Date addressed to the Agent and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agent, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: :
(i) the Corporation has, in all material respects, complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Seller Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time (except for those representations and warranties that are subject to a materiality qualification, which are to be true and correct as of the Closing Date with the same effect Time in all respects), as if made on at such datetime;
(iii) no event of a nature referred to in subsection 5(a)5(b), 11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Agent’s opinion);
(iv) there have been no material changes to the Due Diligence Responses not disclosed to the Agent, in writing; and
(v) such other matters as may be reasonably requested by the Agent or the Agent’s counsel; and each such statement shall be true and the Agent shall have no knowledge to the contrary;
(iid) a comfort letter of the Seller hasCorporation’s auditor and those other auditors required to provide a “comfort letter” pursuant to subsection 3(c) addressed to the Agent and dated the Closing Date satisfactory in form and substance to the Agent, acting reasonably, bringing the information contained in all material respects, complied with all the agreements and satisfied all comfort letters referred to in subsection 3(c) hereof up to the conditions on its part that are required under this Agreement to Closing Time which comfort letters shall be performed or satisfied at or not more than two Business Days prior to the Closing Date;
(ce) An officer's certificate from an officer executed and delivered copy of each Lock-Up Agreement;
(f) evidence satisfactory to the Agent that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Seller (signed in his/her capacity as an officer)Exchange for the issuance of the Offered Shares and the issuance and listing of the Offered Shares, dated the Closing Date, and upon which the Purchaser may rely, subject only to the effect that each individual who, as an officer or representative filing of the Seller, signed this Agreement or any other document or certificate delivered Prospectuses and ancillary documentation in respect of the Offered Shares and required documents which are in the possession of the Corporation on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times and payment of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;applicable fees; and
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (ig) such officer has carefully examined other certificates and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementAgent may request, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Agency Agreement
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of Prospectus (as defined in the Prospectus Supplement Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of Memorandum (as defined in the Memorandum Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the LBHI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the LBHI Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer or other authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer [Reserved].
(e) The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement (signed or other evidence of such authorization acceptable to the Purchaser), the certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller in his/her capacity as an officerform and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing DateDate and addressed to the Purchaser, the Underwriters and upon which each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsreasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The At the Closing, the Seller, YSI, the Company and Purchaser, as the case may be, shall execute and deliver, or cause to be delivered, all documents required to be delivered by each of them under this Agreement, including, but not limited to, the following (the "Closing Documents shall consist of the following:Documents"):
(a) This Agreement A copy of resolutions duly executed adopted by the Seller, YSI and Purchaser authorizing and approving their performance of the transactions contemplated hereby and the Sellerexecution and delivery of the documents described herein, certified as true and in full force and effect as of Closing by the Secretary or an Assistant Secretary of each entity;
(b) A certificate certified copy of the Articles of Incorporation, and all amendments thereto, of each of the Seller, executed by a duly authorized officer YSI, the Company, each of the Seller Subsidiaries, and Purchaser from its respective state of incorporation, dated the Closing Datemost recent practical date prior to Closing;
(c) A copy of the Bylaws, and upon which all amendments thereto, of each of the Purchaser Seller, YSI, the Company, the Subsidiaries, and Purchaser, certified as true and in full force and effect as of Closing by the Underwriters may relySecretary or Assistant Secretary of each such entity;
(d) A certificate of the President or a Vice President of the Seller, to the effect that: (i) YSI and Purchaser, certifying that as of Closing all of the representations and warranties by or on behalf of the Seller such party contained in this Agreement are true and correct in all material respects at and as each and every covenant and agreement of the Closing Date with the same effect as if made on each such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement party to be performed or satisfied at or prior to or as of Closing pursuant to this Agreement has been performed;
(e) Certificates of incumbency for the respective officers of each corporate entity making certifications for Closing, dated as of Closing Date;
(cf) An officer's certificate from an officer Certificates of the Seller (signed in his/her capacity as an officer), dated the Closing Date, corporate existence and upon which the Purchaser may rely, to the effect that good standing of each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before YSI, the Closing Date in connection with Company, the transactions contemplated herein, was at Subsidiaries and Purchaser from its respective state of incorporation dated the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesmost recent practical date prior to Closing;
(dg) An officer's certificate from an officer The opinions of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, counsel to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementparties, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary provided in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, Sections 7.4 and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.8.4 hereof;
Appears in 1 contract
Sources: Stock Purchase Agreement (Youth Services International Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans--Robbins Portfolio," "-The --The Mortgage Loan Sellers," "-Underwriting Standards--Underwriting ▇▇▇▇▇▇▇ds," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Placement Agent may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than 10 days prior to the Closing Date (or, if accompanied by a bring-down telegram dated as of the Closing Date, a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than 30 days prior to the Closing Date);
(e) A Certificate of the Co-Indemnitor, executed by a duly authorized officer of the Co-Indemnitor and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Placement Agent may rely, to the effect that the representations and warranties of the Co-Indemnitor in the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date;
(f) An officerOfficer's certificate Certificate from an officer of the Seller (signed Co-Indemnitor, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, to the effect that with respect to the Sellereach individual who, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such as an officer has carefully examined the Specified Portions or representative of the Prospectus Supplement Co-Indemnitor, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementdelivery, as of the date of the Prospectus Supplement, or and is as of the Closing Date, included duly elected or include any untrue statement appointed, qualified and acting as such officer or representative, and the signatures of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light such persons appearing on such documents and certificates are their genuine signatures;
(g) As certified by an officer of the circumstances under which they were madeCo-Indemnitor, not misleadingtrue and correct copies of (i) the resolutions of the board of directors authorizing the Co-Indemnitor's entering into the transactions contemplated by the Indemnification Agreement, (ii) the organizational documents of the Co-Indemnitor, and (iiiii) such officer has examined the Specified Portions a certificate of good standing of the Memorandum and nothing has come to his attention that would lead him to believe that Co-Indemnitor issued by the Specified Portions Secretary of State of the Memorandum, as State of the date thereof or as of Delaware not earlier than 10 days prior to the Closing Date;
(h) A favorable opinion of Cadwalader, included or include any untrue statement of a material fact relating ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, special counsel to the Mortgage Loans or omitted or omit to state therein a material fact necessary Seller and the Co-Indemnitor, substantially in order to make the statements therein related form attached hereto as EXHIBIT C-1, dated the Closing Date and addressed to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoPurchaser, the diskette which accompanies Underwriters, the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and Placement Agent, the following sections of Rating Agencies and, upon request, the Prospectus Supplement (exclusive of any statements in such sections that purport other parties to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary , together with such other opinions of Sidley & Austin as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(i) A favorable opinion of in-house counsel to the Seller and the Co-Indemnitor, substantially in the form attached hereto as EXHIBIT C-2, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Placement Agent, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(j) In connection with the Seller's receipt of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," form contemplated by the Pooling and "Description of Servicing Agreement; and
(k) Such further certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Securitization Closing Date, and upon which the Purchaser Depositor and the Underwriters Dealers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the date hereof and as of the Securitization Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the date hereof or the Securitization Closing Date, as applicable;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Securitization Closing Date, and upon which the Purchaser Depositor and the Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Securitization Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the date hereof and as of the Securitization Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's True and complete copies of the certificate from an officer of incorporation and by-laws of the Seller (signed in his/her capacity as certified to by the Secretary or an officerassistant secretary of the Seller), and a certificate of good standing of the Seller issued by the State of Delaware not earlier than thirty (30) days prior to the Securitization Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate, enforceability and reasonably satisfactory to the Purchaser, its counsel, the Depositor, its counsel and the Rating Agencies, dated the Securitization Closing Date, including but not limited to, a true sale opinion and upon which an enforceability opinion and addressed to the Purchaser, the Depositor, the Trustee, the Certificate Administrator, the Dealers and the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies;
(f) Letters from counsel regarding securities law matters including 10b5 matters and Rule 159 and Regulation AB compliance; and
(g) Such further certificates, opinions and documents as the Purchaser or the Depositor may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions sale of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsDepositor." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Letter Agreement, duly executed and delivered by the Purchaser Master Servicer and the Seller, as appropriate, and by each of the other parties thereto;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Depositor and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement, the Letter Agreement or the Pooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser Depositor and the Underwriters may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Pooling and Servicing Agreement, the Letter Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) A Certificate of the Master Servicer, executed by a duly authorized officer of the Master Servicer and dated the Closing Date, and upon which the Depositor and the Underwriter may rely, to the effect that: (i) the representations and warranties of the Master Servicer in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Master Servicer has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement or the Pooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An officerOfficer's certificate Certificate from an officer of the Seller (signed Master Servicer, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser Depositor and the Underwriters Underwriter may rely, to the effect that with respect to each individual who, as an officer or representative of the SellerMaster Servicer, signed this Agreement, the Mortgage LoansPooling and Servicing Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or therein, was at the related Mortgagors respective times of such signing and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement delivery, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or is as of the Closing Date, included duly elected or include any untrue statement appointed, qualified and acting as such officer or representative, and the signatures of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light such persons appearing on such documents and certificates are their genuine signatures;
(f) The resolutions of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions board of directors of the Memorandum Seller and nothing has come to his attention that would lead him to believe that any requisite shareholder consent authorizing the Specified Portions Seller's entering into the transactions contemplated by this Agreement, the certificate of incorporation and by-laws of the Memorandum, Seller as of the date thereof or as of in effect on the Closing Date, included and a certificate of good standing of the Seller issued by the Secretary of State of Virginia not earlier than thirty (30) days prior to the Closing Date;
(g) The resolutions of the board of directors of the Master Servicer and any requisite shareholder consent authorizing the Master Servicer's entering into the transactions contemplated by this Agreement, the certificate of incorporation and by-laws of the Master Servicer as in effect on the Closing Date, and a certificate of good standing of the Master Servicer issued by the Secretary of State of Georgia not earlier than thirty (30) days prior to the Closing Date;
(h) One or include any untrue statement more letters from a firm of certified public accountants acceptable to the Depositor and the Seller, dated the date hereof, to the effect that they have performed certain specified procedures as a material fact result of which they determined that certain information of an accounting, financial or statistical nature constituting part of Greystone's Information (as defined in Section 6(a) below) in the Prospectus and the Memorandum agrees with the records of the Seller and the Master Servicer;
(i) Such written opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Seller, the Master Servicer and Daiwa Finance, as may be required by the Depositor and its counsel with respect to matters relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoMaster Servicer, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) Seller and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing Daiwa Finance, this Agreement and administration provisions of the Pooling and Servicing Agreement: "Summary of , in form and substance acceptable to the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Depositor and its counsel, with any modifications required by S&P, dated the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Closing Date and "Description of addressed to the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Depositor, the Underwriters and Conditions of S&P, together with such other written opinions as may be required by the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," S&P; and
(j) Such further certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Depositor may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Asset Purchase Agreement (American Southwest Financial Securities Corp)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Closing Documents. The Closing Documents shall consist At the Closing, the Equity Holder will have delivered, or will have caused to be delivered to Buyer, all of the followingfollowing documents:
(ai) This Agreement duly executed by a certificate from the Purchaser Secretary of the Company certifying as to correct and complete copies of (A) the SellerCompany’s Organizational Documents, and (B) a certified copy of Articles of Incorporation and Certificate of Status for the Company from the Wisconsin Secretary of State;
(bii) A certificate of a certificate, dated the Seller, executed Closing Date and signed by a duly authorized an executive officer of the Seller and dated Equity Holder, that each of the Closing Datefollowing have been satisfied, and upon which the Purchaser and the Underwriters may rely, to the effect that: unless waived by Buyer:
(iA) the representations and warranties of the Seller Equity Holder contained in this Agreement are Agreement, and in the other Transaction Documents and any certificate or other writing delivered by the Equity Holder pursuant hereto, shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on at and as of such date (except those representations and warranties that address matters only as of a specified date; and , the accuracy of which shall be determined as of that specified date in all respects).
(iiB) the Seller has, Equity Holder shall have duly performed and complied in all material respects, complied respects with all the agreements agreements, covenants and satisfied all the conditions on its part that are required under by this Agreement and each of the other Transaction Documents to be performed or satisfied at or complied with by them prior to or on the Closing Date;; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Equity Holder shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(ciii) An officer's certificate from an officer of stock certificates representing the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual whoEquity Interests, as an officer or representative of the Seller, signed this Agreement or any other document or well as assignments separate from certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the SellerEquity Interests assigning such Equity Interests to Buyer, executed by the Mortgage LoansEquity Holder;
(iv) written resignations of the officers and members of the board of directors of the Company, each duly executed by the related Mortgagors appropriate parties;
(v) the original record and minute books, equity ledgers and registers, and company seals, if any, of the Company;
(vi) the employment agreement between the Company and ▇▇▇▇ ▇▇▇▇▇▇, executed by ▇▇▇▇ ▇▇▇▇▇▇ (the “Employment Agreement”);
(vii) the Subscription Agreement, executed by the Equity Holder;
(viii) a certificate of non-foreign status of the Equity Holder meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);
(ix) a lease agreement between the Equity Holder and the related Mortgaged Properties Company, in form and substance acceptable to Buyer and duly executed by the Equity Holder and the Company, whereby the Company will lease all trucks, trailers, and other vehicles used in the Company’s Business from the Equity Holder; and
(ix) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact other documents relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, transactions contemplated by this Agreement as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsBuyer may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Acquisition Option Agreement (EVO Transportation & Energy Services, Inc.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer two officers of the Seller (signed in each case, in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has officers have carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his their attention that would lead him them to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans Seller Information (as defined in Section 7(a) below) or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanssuch Seller Information, in light of the circumstances under which they were made, not misleading, and (ii) such officer has officers have examined the Specified Portions of the Memorandum and nothing has come to his their attention that would lead him them to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans such Seller Information or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loanssuch Seller Information, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan SellersSeller," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan SellersSeller," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ;
(e) The "Specified Portions" articles of association and by-laws of the Prospectus Supplement shall consist Seller, and a certificate of Annex good standing of the Seller issued by the State of Maryland not earlier than sixty (60) days prior to the Closing Date;
(f) A theretowritten opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the diskette which accompanies Trustee, the Prospectus Supplement (insofar as such diskette is consistent Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of Prospectus (as defined in the Prospectus Supplement Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of Memorandum (as defined in the Memorandum Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇, III, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "“Summary of the Prospectus Supplement-—The Parties-—The Mortgage Loan Sellers," "” “Summary of the Prospectus Supplement-—The Mortgage Loans," "” “Risk Factors-—The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “— Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “— Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan Sellers," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first second and second third full paragraphs on page "iii" “iv” of the Memorandum.
(e) The resolutions of the requisite committee of the Seller’s board of directors authorizing the Seller’s entering into the transactions contemplated by this Agreement, the certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C21)
Closing Documents. The Closing Documents shall consist At the Closing, the Equity Holders will have delivered, or will have caused to be delivered to Buyer, all of the followingfollowing documents:
(ai) This Agreement duly a certificate from the Secretary of the Company certifying as to correct and complete copies of (A) the Company’s Organizational Documents, and (B) prior to the Merger, a certified copy of Articles of Incorporation and Certificate of Good Standing for the Company from the Wisconsin Secretary of State;
(ii) the Certificate of Merger, executed by the Purchaser and the SellerCompany;
(biii) A certificate of a certificate, dated the Seller, executed Closing Date and signed by a duly authorized an executive officer of the Seller and dated Company, that each of the Closing Datefollowing have been satisfied, and upon which the Purchaser and the Underwriters may rely, to the effect that: unless waived by Buyer:
(iA) the representations and warranties of the Seller Equity Holders contained in this Agreement are Agreement, and in the other Transaction Documents and any certificate or other writing delivered by the Equity Holders pursuant hereto, shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects at (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as if though made on at and as of such date (except those representations and warranties that address matters only as of a specified date; and , the accuracy of which shall be determined as of that specified date in all respects).
(iiB) the Seller has, Company shall have duly performed and complied in all material respects, complied respects with all the agreements agreements, covenants and satisfied all the conditions on its part that are required under by this Agreement and each of the other Transaction Documents to be performed or satisfied at or complied with by them prior to or on the Closing Date;; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(civ) An officer's certificate from an officer of stock certificates representing the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual whoEquity Interests, as an officer or representative of the Seller, signed this Agreement or any other document or well as assignments separate from certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the SellerEquity Interests assigning such Equity Interests to Buyer, executed by each Equity Holder, or if any certificate shall have been lost or destroyed, an affidavit of that fact by the Mortgage LoansEquity Holder claiming such certificate is lost or destroyed in substitute of the stock certificate representing the Equity Interests;
(v) written resignations of the officers and members of the board of directors of the Company, each duly executed by the related Mortgagors appropriate parties;
(vi) the original record and minute books, equity ledgers and registers, and company seals, if any, of the related Mortgaged Properties Company, which shall be available to Buyer at the Company’s corporate office;
(ivii) an employment agreement in form acceptable to Buyer, executed by the Company and ▇▇▇▇ ▇▇▇▇▇▇;
(viii) the Subscription Agreement, executed by the Equity Holders;
(ix) a certificate of non-foreign status of each Equity Holder meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);
(x) lease agreements between the Company and applicable Affiliates of the Company in forms acceptable to Buyer for Leased Real Property owned by Affiliates of the Company, executed by the applicable Affiliates of the Company; and
(xi) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact other documents relating to the Mortgage Loans or omitted or omit transactions contemplated by this Agreement as Buyer may reasonably request prior to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsClosing." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Merger Agreement (EVO Transportation & Energy Services, Inc.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ;
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Comptroller of the Currency not earlier than sixty (60) days prior to the Closing Date.
(f) A written opinion of counsel for the Seller (which accompanies opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Prospectus Supplement (insofar as such diskette is consistent Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser Purchaser, the Seller and the SellerCWCapital;
(b) A certificate of each of the SellerSeller and CWCapital, executed by a duly authorized officer of the Seller and CWCapital, respectively, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller and CWCapital in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller it has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of each of the Seller and CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the SellerSeller and CWCapital, respectively, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of each of the Seller and CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Sellerit, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof thereof, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans," "Risk Factors-, "RISK FACTORS--The Mortgage Loans," ", and "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co-Lender Loans," , "-Additional --Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," , "-The --The Sponsors--CWCapital LLC", "--The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.
(e) The certificate of formation and by-laws of the CWCapital and the Seller, and an original or copy of a certificate of good standing of CWCapital and the Seller issued by the Commonwealth of Massachusetts and the State of Delaware, respectively, not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchaser and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.the
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoans or the Seller, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex AAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans and the Mortgaged Real Properties," "Risk Factors-The --Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Mortgage
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Free Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus Supplement shall consist of Annex A theretoA-1 to the Free Writing Prospectus, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: entitled "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions Certain Characteristics of the Mortgage Loans," (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the Free Writing Prospectus entitled "-Assessments of Property Condition,Yield Maintenance Formulas" "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of (insofar as the Memorandum shall consist of information contained in Annex A-1(YM) relates to the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Mortgage
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender -AB Mortgage Loans," ", "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, substantially in the form of Exhibit C, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the ----------------- following:
(a) This Agreement duly executed by the Purchaser and the Seller;.
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Datedate hereof, and upon which the Purchaser and the Underwriters its successor and assigns may rely, to the effect that: (i) the representations and warranties of that the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;date hereof.
(c) An officerTrue, complete and correct copies of the Seller's certificate from an officer of incorporation and by-laws;
(d) A good standing certificate of the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the date hereof.
(signed in his/her capacity as an officer)e) A certificate of the Secretary of the Seller, dated the Closing Datedate hereof, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date date hereof in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Datedate hereof, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;.
(df) An officer's certificate from an officer opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, date hereof and upon which in the form attached hereto as Exhibit 3.
(g) Such other opinions of counsel as the Rating Agencies or the Credit Enhancer may request in connection with the sale of the Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement.
(h) A letter from KPMG Peat Marwick LLP, certified public accountants, dated the Underwriters may relydate hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Memorandum under the caption "The Pool" agrees with respect to the records of the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties .
(i) such officer has carefully examined Such further certificates, opinions and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Loan Sale and Purchase Agreement (Atherton Capital Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "): “Summary of the Prospectus Supplement-The Supplement––”The Parties-—The Mortgage Loan SellersSeller," "” “Summary of the Prospectus Supplement-Supplement––The Mortgage Loans,” “Risk Factors—The Mortgage Loans," "Risk Factors-The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “—Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “—Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan SellersSeller," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "“iii" ” of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C19)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the organizational documents of the Seller, and (ii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loan, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoan, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-): “The Parties-—The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-” “The Mortgage Loans," "” “Risk Factors-—The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “—Assessments of Property Condition," "Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan Sellers," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first second and second full third paragraphs on page "iii" “iv” of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs paragraph on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co-Lender Loans," , "-Additional --Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Mortgage Loan Sellers," "-Underwriting Standards,, "--The Sponsors" and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C29)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Underlying Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Underlying Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement, entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet And Description of the Ten Largest Mortgage Loans" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) A-1 or Annex A-2), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans And The Mortgaged Real Properties," "Risk Factors-The Mortgage Loans," RISK FACTORS", and "Description of the Mortgage Pool-General,DESCRIPTION OF THE MORTGAGE POOL" (other than "-Mortgage Loan History," "-Certain Terms and Conditions DESCRIPTION OF THE MORTGAGE POOL--Assignment of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." ). The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.;
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.of
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement and each of the other Post-Petition Loan Documents, duly executed and delivered by each Company.
(ii) Revolving Credit Notes to the order of each Lender duly executed by each Company.
(iii) Term Notes to the Purchaser order of each Lender duly executed by each Company.
(iv) Resolutions of the board of directors of each Company, certified by the Secretary or Assistant Secretary of such Company, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Post- Petition Loan Documents and (ii) specific officers to execute and deliver this Agreement and the Seller;other Post-Petition Loan Documents.
(bv) Resolutions of the board of directors of each Company, certified by the Secretary or Assistant Secretary of Company, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing the Petition and all other transactions contemplated by the Petition.
(vi) A certificate of the Seller, executed by a duly authorized chief financial officer of each Company, satisfactory in form and substance to the Seller and dated the Closing Date, and upon which the Purchaser Agent and the Underwriters may relyLenders, to the effect that: (i) stating that all of the representations and warranties of such Company contained herein or in any of the Seller in this Agreement Post-Petition Loan Documents are true and correct in all material respects at on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from the making of the Revolving Credit Loans or the Term Loans or the incurrence of any obligation with the same effect as respect to Letters of Credit, if made or incurred on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;, which constitutes or would constitute a Default or an Event of Default.
(cvii) An officer's certificate from an officer Certificates of the Seller (signed in his/her capacity as Secretary or an officer)Assistant Secretary of each Company, dated the Closing Date, and upon which the Purchaser may rely, as to the effect that each individual who, as an officer or representative incumbency and signatures of the Sellerofficers of Companies executing this Agreement, signed the Promissory Notes and each of the other Post-Petition Loan Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary.
(viii) Evidence that the casualty insurance policies provided for in Section 8.3(a) are in full force and effect, together with appropriate evidence showing a loss payable clause in favor of the Agent.
(ix) Favorable opinions of counsels to the Companies, in form and substance satisfactory to the Agent.
(x) The Companies shall have delivered to the Agent all information necessary for the Agent to issue wire transfer instructions on behalf of the Companies for the initial and subsequent loans and/or advances to be made under this Agreement or any other document or certificate delivered including, but not limited to, disbursement authorizations in form acceptable to the Agent.
(xi) After giving effect to all loans, advances and extensions of credit to be made on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Companies shall have an opening aggregate Availability of such persons appearing on such documents and certificates are their genuine signatures;$30,000,000.
(dxii) An officer's certificate from an officer The Companies shall have established a system of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that bank accounts with respect to the Seller, the Mortgage Loans, the related Mortgagors collection of Accounts and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions deposit of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions proceeds of the Prospectus Supplement, Inventory as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating shall be acceptable to the Mortgage Loans or omitted or omit to state therein a material fact necessary Agent in order to make all respects.
(xiii) Companies shall have provided any additional information and materials as the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsLenders may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Loan and Security Agreement (Harvard Industries Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.or
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Pas THR Certs Ser 03 C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty -- Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Supplement, the paragraph that begins on page "iv" of the Memorandum and carries over to page "v" of the Memorandum and the first and second full paragraphs paragraph on page "iiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Letter Agreement, duly executed and delivered by the Purchaser Seller and by each of the Sellerother parties thereto;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Depositor and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and in the Pooling and Servicing Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement, the Letter Agreement or the Pooling and Servicing Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser Depositor and the Underwriters may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Pooling and Servicing Agreement, the Letter Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer The resolutions of the board of directors of the Seller (signed and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement, the certificate of incorporation and by-laws of the Seller as in his/her capacity as an officer), dated effect on the Closing Date, and upon which a certificate of good standing of the Purchaser Seller issued by the Secretary of State of New York not earlier than thirty (30) days prior to the Closing Date;
(e) One or more letters from a firm of certified public accountants acceptable to the Depositor and the Underwriters may relySeller, dated the date hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature constituting part of Daiwa's Information (as defined in Section 6(a) below) in the Prospectus and the Memorandum agrees with the records of the Seller and the Master Servicer;
(f) Such written opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Seller and Greystone Funding, as may be required by the Depositor and its counsel with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact matters relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansSeller and Greystone Funding, in light of the circumstances under which they were made, not misleading, this Agreement and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of , in form and substance acceptable to the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Depositor and its counsel, with any modifications required by S&P, dated the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Closing Date and "Description of addressed to the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Depositor, the Underwriters and Conditions of S&P, together with such other written opinions as may be required by the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," S&P; and
(g) Such further certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Depositor may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Asset Purchase Agreement (American Southwest Financial Securities Corp)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the SellerSellers;
(b) A certificate Certificate of the each Seller, executed by a duly authorized officer of the such Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters its permitted assigns may rely, to the effect that: (i) the representations and warranties of the such Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the such Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)each Seller, dated the Closing Date, and upon which the Purchaser and its permitted assigns may rely, to the effect that each individual who, as an officer or representative of the such Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;; and
(d) An officer's certificate from an officer The resolutions of the requisite committee of each Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of each Seller, and a certificate of good standing of each Seller issued by the State of Delaware not earlier than sixty (signed in his/her capacity as an officer), dated 60) days prior to the Closing Date.
(e) Such further certificates, opinions and upon which documents as the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsreasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans,", "--The Sponsors" "-The --The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of corporate existence of the Seller issued by the Comptroller of the Currency as of a recent date;
(signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and
(j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof thereof, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans," "Risk Factors-, "RISK FACTORS--The Mortgage Loans," ", and "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Sponsors--Wachovia Bank, National Association", "--The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.
(e) The resolutions of the requisite committee of the Seller's special loan committee authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller and an original or copy of a certificate of good standing of the Seller issued by the Comptroller of the Currency, not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchaser and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the First Union Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the First Union Mortgage Loans, in the light of the circumstances under which they were made, not misleading. .
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist of Annex A theretorequisite loan committee authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser CCMSI and the Underwriters Dealers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement (other than with respect to the ACS Loans) are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which CCMSI and the Purchaser Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's True and complete copies of the certificate from an officer of incorporation and by-laws of the Seller (signed in his/her capacity as certified to by the Secretary or an officerassistant secretary of the Seller), and a certificate of good standing of the Seller issued by the State of Maryland not earlier than thirty (30) days prior to the Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing DateDate and addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies;
(f) Such further certificates, opinions and documents as the Purchaser may reasonably request prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and upon which the Purchaser and the Underwriters may rely, include a reliance letter addressed to the effect that Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser CCMSI and the Underwriters Dealers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's A certificate from an officer of in-house counsel to the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which CCMSI and the Purchaser Dealers may rely, to the effect that each the individual specified in such certificate who, as an officer or representative of the Seller, signed this Agreement or any other document or set forth in such certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at has been authorized by a power of attorney to execute and deliver in the respective times of such signing name and delivery, and is as on behalf of the Closing DateSeller, duly elected or appointed, qualified this Agreement and acting as any such officer or representativeother document, and the signatures signature of such persons person appearing on in this Agreement and such documents and certificates are their his genuine signatures;
(d) An officer's certificate from an officer A true and complete copy of the by-laws of the Seller (signed in his/her capacity as certified to by the Secretary or an officerassistant secretary of the Seller), a certificate of confirmation of the Seller issued by Canada's Office of the Superintendent of Financial Institutions, and a certificate as to the branch license of the Seller's New York branch issued by the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing DateDate and addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies;
(f) Such further certificates, opinions and documents as the Purchaser may reasonably request prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and upon which the Purchaser and the Underwriters may rely, include a reliance letter addressed to the effect that Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(a) This Agreement duly executed by An Officers' Certificate of the Purchaser Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Bear, Stearns & Co. Inc. "Representative") and the SellerCertificate Insurer may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California;
(b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Representative;
(c) Such opinions of counsel as the Rating Agencies, the Certificate Insurer or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(d) An Officers' Certificate of each Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Underwriters Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of each Servicer;
(e) An Officers' Certificate of each Servicer, dated the Closing Date, in form satisfactory to and upon which the effect that: (i) Purchaser, the Certificate Insurer and the Representative may rely, stating that on the Closing Date the representations and warranties of the Seller Servicer contained in this the Pooling and Servicing Agreement are will be true and correct in all material respects at and as no event has occurred with respect to either Servicer that would constitute an Event of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing DateDefault thereunder;
(cf) An officer's certificate from an officer Opinion of the Seller (signed in his/her capacity as an officer)Counsel of each Servicer, dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser may relyPurchaser, the Certificate Insurer and the Representative;
(g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that each individual whothey have performed certain specified procedures as a result of which they determined that certain information of an accounting, as an officer financial or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date statistical nature set forth in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The captions "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-Summary--The Mortgage Loans," "Risk Factors-," (to the extent of information concerning the Mortgage Loans contained therein) and "The Mortgage Loans,Pool" and "Description agrees with the records of the Mortgage Pool-General,Seller and the information contained under the caption "The Originator" "-Mortgage Loan History," "-Certain Terms and Conditions agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; and
(h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (New Century Home Equity Loan Trust, Series 2004-A)
Closing Documents. The Closing Documents shall consist obligations of the followingAgents hereunder shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time and the delivery by the Corporation to the Agents of:
(a) This favourable legal opinions of the Corporation's counsel addressed to the Agents, in form and substance reasonably satisfactory to the Agents, with respect to such matters as the Agents may reasonably request relating to the Corporation, the offering of the Offered Securities and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation and each of the material Subsidiaries, have been duly created, incorporated or amalgamated, as the case may be, and are validly subsisting and have all requisite corporate capacity, power and authority to own and lease its properties and assets and to carry on their respective businesses as now conducted by them and as described in the Prospectuses and are qualified to carry on business under the laws of each of the jurisdictions in which they carry on a material portion of their respective businesses;
(ii) the Corporation has full corporate power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein, and this Agreement has been and the Warrant Indenture will, on the Closing Date, be, duly authorized, executed and delivered by the Purchaser Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by:
(A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally;
(B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court;
(C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments;
(D) the applicable laws regarding limitations of actions;
(E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court;
(F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and
(G) the rights to indemnity, contribution and waiver under the documents which may be limited or unavailable under applicable law;
(iii) the execution and delivery of this Agreement and the Sellerfulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Warrant Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under:
(A) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein;
(B) any term or provision of the notice of articles, articles or other constating documents, as applicable, of the Corporation;
(C) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation;
(D) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or
(E) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement and the Warrant Indenture;
(iv) the Offered Securities have been validly issued as fully paid and, if applicable, non-assessable securities of the Corporation;
(v) the Corporation is a reporting issuer in each of the Qualifying Provinces, and is not included in a list of defaulting reporting issuers maintained pursuant to the applicable securities legislation of such provinces, and is eligible to participate in NI 44-101 in each of the Qualifying Provinces;
(vi) the attributes of the Offered Securities conform in all material respects with the description thereof contained in the Prospectuses;
(vii) the Offered Securities and Warrant Shares are "qualified investments" as set out under the heading "Eligibility for Investment" in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Qualifying Provinces by or through persons duly registered under the Applicable Securities Laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws;
(ix) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws in the Qualifying Provinces;
(x) the Offered Securities and Warrant Shares are conditionally approved for listing and subject only to customary post-closing conditions;
(xi) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Applicable Securities Laws to permit the issuance by the Corporation of the Warrant Shares upon the exercise of the Warrants, provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer;
(xii) Odyssey Trust Company, at its principal offices in Vancouver, British Columbia has been duly appointed the transfer agent and registrar for each of the Common Shares and the Warrants;
(xiii) the form and terms of the definitive certificates representing each of the Common Shares and the Warrants have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and
(xiv) the authorized and issued capital of the Corporation. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's auditor as to relevant matters of fact;
(b) A certificate if any Offered Securities are sold in the United States, a favourable legal opinion, in form and substance reasonably satisfactory to the Agents, which opinion may be subject to usual and customary qualifications for opinions of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may relythis type, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Units and Offered Securities in the United States in accordance with the terms of this Agreement, including Schedule "A" attached hereto;
(c) a certificate of the Corporation dated the Closing Date addressed to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agents, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: :
(i) the Corporation has, in all material respects, complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Seller Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time (except for those representations and warranties that are subject to a materiality qualification, which are to be true and correct as of the Closing Date with the same effect Time in all respects), as if made on at such datetime;
(iii) no event of a nature referred to in subsection 5(a), 5(b), 11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Agents' opinion);
(iv) there have been no material changes to the Due Diligence Responses not disclosed to the Agents, in writing; and
(v) such other matters as may be reasonably requested by the Agents or the Agents' counsel; and each such statement shall be true and the Agents shall have no knowledge to the contrary;
(iid) a comfort letter of the Seller hasCorporation's auditor and those other auditors required to provide a "comfort letter" pursuant to subsection 3(c) addressed to the Agents and dated the Closing Date satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in all material respects, complied with all the agreements and satisfied all comfort letters referred to in subsection 3(c) hereof up to the conditions on its part that are required under this Agreement to Closing Time which comfort letters shall be performed or satisfied at or not more than two Business Days prior to the Closing Date;
(ce) An officer's certificate from an officer executed and delivered copy of each Lock-Up Agreement;
(f) evidence satisfactory to the Agents that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Seller (signed in his/her capacity as an officer)Exchange for the issuance of the Offered Securities and the issuance and listing of the Offered Securities and Warrant Shares, dated the Closing Date, and upon which the Purchaser may rely, subject only to the effect that each individual who, as an officer or representative filing of the Seller, signed this Agreement or any other document or certificate delivered Prospectuses and ancillary documentation in respect of the Offered Securities and required documents which are in the possession of the Corporation on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times and payment of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;applicable fees; and
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (ig) such officer has carefully examined other certificates and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementAgents may request, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsacting reasonably." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Agency Agreement
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.omit
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C26)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ;
(e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22)