Representations and Warranties of the Sponsor Sample Clauses
The "Representations and Warranties of the Sponsor" clause sets out the specific statements and assurances that the sponsor affirms to be true at the time of entering into the agreement. These may include confirmations about the sponsor’s legal authority to enter the contract, the accuracy of financial statements, or the absence of undisclosed liabilities. By requiring these representations and warranties, the clause helps ensure transparency and trust between parties, and provides a basis for recourse if any of the sponsor’s statements are later found to be false or misleading.
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Representations and Warranties of the Sponsor. The Sponsor represents and warrants as of the date hereof to Parent and the Company as follows:
Representations and Warranties of the Sponsor. The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date:
Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.
(a) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;
(b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;
(c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action;
(d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made;
(e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which th...
Representations and Warranties of the Sponsor. The Sponsor represents and warrants to the Purchaser as follows:
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the Owner Trustee that:
(a) The Sponsor is a corporate instrumentality of the United States created pursuant to an Act of Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of 1970, as amended, 12 U.S.C. §§1451- 1459), with full power and authority to conduct its business.
(b) The Sponsor is duly qualified to do business, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business shall require such qualifications.
(c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Sponsor by all necessary corporate action.
(d) This Agreement is a legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law.
(e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the governing instrument of the Sponsor or any indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); or violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; which breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement.
(f) There are no proceedings or investigations pending or, to the best of the Sponsor’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the i...
Representations and Warranties of the Sponsor. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Sponsor, the Sponsor hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to each Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor.
(d) Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other “anchor investors” in respect of indications of interest in purchasing units in the IPO (the “Other Anchor Investor Agreements”). The Sponsor represents that the material terms of such Other Anchor Investor Agreements, directly or indirectly, are not more favorable to such other “anchor investors” thereunder than the terms of this Agreement. For the avoidance of doubt, if any other “anchor investor” has an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of Founder Shares to size of IPO Indication is the same as this Agreement. In the case that another “anchor investor” is afforded, directly or indirectly, more favorable terms than Investor pursuant to any Other Anchor Investor Agreement, the Sponsor shall promptly notify Investor of such more favorable terms, and Investor shall have the right to elect to have such more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person reg...
Representations and Warranties of the Sponsor. The Depositor hereby assigns to the Trustee for the benefit of Certificateholders and the Certificate Insurer all of its rights (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage Loan Purchase Agreement relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Sponsor of such breach and request that the Sponsor shall, within 90 days from the date that the Sponsor was notified or otherwise obtained knowledge of such breach, either (i) cure such breach in all material respects 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 if such 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 repurchase must occur within 90 days from the date such breach was discovered. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Depositor the Sponsor 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 substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that the Sponsor elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Sponsor under the Mortgage Loan Purchase Agreement to deliver to the Trustee and the Master Servicer, as appropria...
Representations and Warranties of the Sponsor. The Sponsor represents and warrants to, and covenants with, the Underwriters that:
A. The Sponsor has filed with the Securities and Exchange Commission (the "Commission"), a registration statement (No. 333-100619) on Form S-3 for the registration under the Securities Act of 1933, as amended (the "Act"), of Asset Backed Notes and Certificates (issuable in series), which registration statement, as amended at the date hereof, has become effective. Such registration statement, as amended to the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(vii) under the Act and complies in all other material respects with such Rule. The Sponsor proposes to file with the Commission pursuant to Rule 424(b)(5) under the Act, a supplement dated May 28, 2003 to the prospectus dated November 8, 2002 relating to the Notes and the method of distribution thereof and has previously advised the Underwriters of all further information (financial and other) with respect to the Notes to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the "Registration Statement"; such prospectus dated November 8, 2002, in the form in which it will be filed with the Commission pursuant to Rule 424(b)(5) under the Act is hereinafter called the "Basic Prospectus"; such supplement dated May 28, 2003 to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b)(5) of the Act, is hereinafter called the "Prospectus Supplement"; and the Basic Prospectus and the Prospectus Supplement together are hereinafter called the "Prospectus." There are no contracts or documents of the Sponsor which are required to be filed as exhibits to the Registration Statement pursuant to the Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use by the Sponsor of the Registration Statement on Form S-3 under the Act have been satisfied. The Sponsor will file with the Commission (i) promptly after receipt from the Underwriters of any Derived Information (as defined herein) a Form 8-K incorporating such Derived Information and (ii) within fifteen days of the issuance of the Notes a report on Form 8-K setting forth specific information concerning the related Mortgage Loans (the "8-K").
B. As of the date hereof, when the Registration Statement became ef...
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Acquiror and the Company as follows: