REPRESENTATIONS AND WARRANTIES OF SELLERS Clause Samples

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Disclosure Schedules, Sellers jointly and severally hereby represent and warrant to Buyer, as of the Agreement Date and as of the Closing as follows:

REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers represent and warrant to Buyer as follows:

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 the Company's rights under such Seller's Agreement relate 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 that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in 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; provided 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, repurchase or substitution must occur within 90 days from the date the breach was discovered. In the event that Residential Funding elects to substitut...

REPRESENTATIONS AND WARRANTIES OF SELLERS. (See Section 2.04 of the Standard Terms)

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants as to such Seller that:

REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers jointly and severally represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows

REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to the Company as follows (as to such Seller and not as to any other Seller): (a) Each Seller that is not an individual is duly organized and validly existing under the laws of its ju- risdiction of organization. Each Seller has all requisite pow- er and authority to execute and deliver this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and to consummate the transactions contemplated here- by and thereby. This Agreement and the Registration Rights Agreement have been duly executed and delivered by each Seller and, assuming the due execution hereof and thereof by the Com- pany, this Agreement and the Registration Rights Agreement con- stitute the legal, valid and binding obligation of each Seller enforceable in accordance with the terms hereof and thereof. (b) The Shares listed on Schedule 1 constitute all of the shares of Common Stock owned of record and/or ben- eficially by each Seller (other than shares of Common Stock underlying the Company's employee stock options or restricted stock agreements with the Company or held in an employee bene- fit plan of the Company) and/or the affiliates of such Seller (other than the Company or any subsidiary of the Company, or any employee benefit plan thereof (or related employee benefit trust)) (the "Seller Affiliates"). Upon consummation of the Company Repurchase at the Closing, as contemplated by this Agreement, good title to the Repurchased Shares will be de- livered to the Company, free and clear of any Encumbrances. (c) Neither the execution and delivery by the Sellers of this Agreement nor the consummation by the Sellers of the transactions contemplated hereby will violate or con- flict with, or constitute a default under, or result in the creation or imposition of any Encumbrance upon any of the as- sets or properties of such Seller under (i) in the case of any Seller that is not an individual, the certificate of incorpora- tion, bylaws, trust agreement or other organizational documents of such Seller, (ii) any agreement, judgment, order or other obligation to which such Seller is a party or by which such Seller is bound, or (iii) assuming the representation by the Company in Section 5(c) is correct, any law or regulation ap- plicable to such Seller or its assets or properties, except for such violations, conflicts, breaches, defaults or Encumbrances under clauses (ii) or (iii) which (x) would not prevent, mate- rially delay or mate...

REPRESENTATIONS AND WARRANTIES OF SELLERS. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, each Seller, severally and not jointly, hereby represents and warrants to Buyer, with respect to such Seller only, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as set forth in the Company Disclosure Schedules, each of the Sellers hereby, severally and not jointly, represent and warrant to Buyer as follows: