Representations and Consents of Northland and NCP-Seven Sample Clauses

Representations and Consents of Northland and NCP-Seven. Each of Northland and NCP-Seven hereby represents, warrants and agrees that (a) this Agreement and each Related Document are each enforceable according to their respective terms, and that each amendment thereto and any waivers thereof (if any) will be enforceable according to their terms, without any consent (except the consent contained in the Resolution and/or FNEJV Agreement) by FNEJV; (b) that all amounts of every nature due FNEJV under the Constituent Documents or any other agreement have been paid in full to FNEJV except for any distributions due upon liquidation of NCP- Seven, that NCP-Seven has no other Contractual Obligation to pay any amount of money to FNEJV and that NCP-Seven shall not, without first having FNEJV execute a subordination agreement in substantially the form of the Subordination Agreement, incur any such Contractual Obligation or pay (with or without a Contractual Obligation) any amount of money to FNEJV until the Obligations have been paid in full; and (c) that FNEJV has to date fulfilled all of its duties under the Constituent Documents. The foregoing representations and warranties shall survive Closing and continue until all obligations have been paid in full. Each of NCP-Seven and Northland hereby consent to all terms of the FNEJV Power and Northland hereby accepts all powers and duties thereunder and agrees to keep FNEJV fully informed of all actions taken by Northland or any agent or sub-agent thereunder (but only to the extent of any duties of Northland or said agents or sub-agents to FNEJV).
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Related to Representations and Consents of Northland and NCP-Seven

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations and Warranties of the Transferee The Transferee hereby represents and warrants to the Transferor as follows:

  • Representations and Warranties of Counterparty Counterparty hereby represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

  • Additional Representations and Agreements of Counterparty Counterparty represents, warrants and agrees as follows:

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Transferor The Transferor hereby represents and warrants to the Owner Trustee that:

  • Incorporation of Representations and Warranties From Credit Agreement The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

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