REPRESENTATIONS AND WARRANTIES OF SELLER Clause Samples

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER. To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule:

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents, warrants and covenants to the Purchaser that as of the Closing Date or as of such date specifically provided herein: (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan; (b) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity) or by public policy with respect to indemnification under applicable securities laws; (c) The execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not violate the Seller's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or any of its assets; (d) No litigation before any court, tribunal or governmental body is currently pending, nor to the knowledge of the Seller is threatened against the Seller, nor is there any such litigation currently pending, nor to the knowledge of the Seller threatened against the Seller with respect to this Agreement that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement; (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the S...

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the Effective Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller makes the following representations and warranties as of the Closing Date on which the Issuer will be deemed to have relied in acquiring the Transferred Assets. The representations and warranties speak as of the execution and delivery of this Agreement and will survive the conveyance of the Transferred Assets to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Purchaser as of the Effective Date and each Day thereafter during the Term as follows: (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Ohio and is qualified and in good standing in each other jurisdiction where the failure to qualify would have a material adverse effect upon Seller’s performance under this Agreement, and Seller has the full legal right power and authority to execute, deliver and perform its obligations under this Agreement. (b) The execution and delivery of this Agreement by Seller and performance by Seller of its obligations under this Agreement have been duly authorized by all necessary corporate action, and do not and shall not require any consent or approval of any stockholder, Government Agency or other Person which has not been obtained, and each such consent and approval that has been obtained is in full force and effect. (c) The execution and delivery of this Agreement by Seller and performance by Seller of its obligations under this Agreement do not: (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award having applicability to Seller or any provision of the organizational documents of Seller, the violation of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; (ii) result in a breach of or constitute a default under any provision of the organizational documents of Seller, (iii) result in a breach of or constitute a default under any agreement relating to the management or affairs of Seller or any indenture or loan or credit agreement or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement, or (iv) result in, or require the creation or imposition of any Lien or other charge or encumbrance of any nature (other than as may be contemplated by this Agreement) upon or with respect to any of the assets or properties of Seller, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. (d) This Agreement constitutes a legal, valid an...

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby makes the following representations and warranties to Purchaser: