REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. (a) Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller or Purchaser which would give rise to any valid claim against any of the Parties for a brokerage commission, finder's fee or other like payment in connection with the transaction contemplated hereby, except for such claims as shall have been waived on or before the Closing Date (defined below) and a fee in the amount of $30,000 owed by Seller to Chardan Capital Markets, LLC;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan and the 000 00xx Xxxxxx XX Xxxxx X Note as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto (except as otherwise set forth on Schedule 2-A attached to such Exhibit 2 and except that with respect to the 000 00xx Xxxxxx XX Trust B Note, (i) each reference to a “Mortgage Loan” in Exhibit 2 shall refer to such B Note and (ii) each reference to the Master Servicing Fee Rate, Note Rate and Cut-off Date Balance with respect to such B Note set forth on the Mortgage Loan Schedule shall mean 0.0225% per annum, 3.16633333% per annum and $30,000,000, respectively), and hereby further represents, warrants and covenants to Purchaser as of the date hereof that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. 5.1 The Seller hereby unconditionally and irrevocably covenants to the Purchaser that all Seller’s Warranties as set out in Schedule 2 are fully accurate and true (the provisions of this clause shall survive the Closing), and acknowledge that the Purchaser’s entry into this Agreement rely on such Seller’s Warranties and that the Purchaser has the right to regard them as conditions to this Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan and the Linc LIC Trust B Note as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto (except as otherwise set forth on Schedule 2-A attached to such Exhibit 2 and except that with respect to the Linc LIC Trust B Note, (i) each reference to a “Mortgage Loan” in Exhibit 2 shall refer to such B Note and (ii) each reference to the Master Servicing Fee Rate, Note Rate and Cut-off Date Balance with respect to such B Note set forth on the Mortgage Loan Schedule shall mean 0.01% per annum, 4.760%% per annum and $96,639,000, respectively), and hereby further represents, warrants and covenants to Purchaser as of the date hereof that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. 7.1 Seller represents and warrants to Purchaser as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER. To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule A attached hereto, and hereby further represents, warrants and covenants to Purchaser as of the date hereof that: Seller is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. Seller has the requisite power and authority and legal right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to Purchaser and has the requisite power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Seller, and assuming the due authorization, execution and delivery hereof by Purchaser, this Agreement constitutes the valid, legal and binding agreement of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by Seller with this Agreement, or the consummation by Seller of any transaction contemplated hereby, other than (A) such qualifications as may be required under state securities or blue sky laws, (B) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with Seller's sale of the Mortgage Loans to Purchaser, (C) such consents, approvals, authoriz...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER
