Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).
Representations and Warranties Concerning the Transaction 3.1 Representations and Warranties of the Sellers 8 3.2 Representations and Warranties of the Buyer 9
Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).
Representations and Warranties Concerning the Seller The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement concerning the Seller and the Mortgage Loans to the same extent as though such representations and warranties were made directly to the Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual knowledge of any breach of any representation or warranty made by the Seller in the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan.
Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.
Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).
Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:
Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
