REPRESENTATIONS AND WARRANTIES OF SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLERS. The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement relates to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement or the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was discovered. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of...
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. See Section 2.04 of the Standard Terms)
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS. See Section 2.04 of the Standard Terms)...................................................................18
REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Purchaser as follows: 2.1 Authorization, etc. Such Seller has full corporate or partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the purchase and sale of the Securities and the Ancillary Rights contemplated hereby. The execution, delivery and performance of this Agreement by such Seller, and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, have been duly authorized by all requisite corporate or partnership action of such Seller. Such Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. 2.2 Title; Warrant. Such Seller owns, legally and beneficially, all of the Securities set forth opposite its name on Schedule A hereto and the Ancillary Rights. Upon the delivery of and payment for the Securities and the Ancillary Rights at the Closing as provided for in this Agreement, Purchaser will acquire good and valid title to all of the Securities and the Ancillary Rights, free and clear of any Lien. Attached hereto as Exhibit A is an accurate and complete copy of the Common Stock Purchase Warrant (the “Warrant”) included in the Securities. The Warrant is currently exercisable for 531,255 shares of the Company’s Common Stock at $7.00 per share. 2.3 No Conflicts, etc. The execution, delivery and performance of this Agreement by such Seller, and the consummation of the purchase and sale of the Securities and the Ancillary Rights contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of such Seller under, (a) any Law applicable to such Seller or any of its properties or assets, (b) any provision of any of the Organizational Documents of such Seller, or (c) any Contract to which such Seller is a party or by which any of its properties or assets (including the Securities and the Ancillary Rights) are bound. 2.4 Status. Such Seller is an entity duly organized, validly existing and in good ...