REPRESENTATIONS AND WARRANTIES OF COLONIAL. Except (a) as set forth in the disclosure letter that has been prepared by the Colonial Parties and delivered by the Colonial Parties to the MAA Parties in connection with the execution and delivery of this Agreement (the “Colonial Disclosure Letter”) (it being agreed that (x) disclosure of any item in any section of the Colonial Disclosure Letter with respect to any Section or subsection of Article IV of this Agreement shall be deemed disclosed with respect to any other Section or subsection of Article IV of this Agreement to the extent such relationship is reasonably apparent; provided, that nothing in the Colonial Disclosure Letter is intended to broaden the scope of any representation or warranty of the Colonial Parties made herein and (y) no reference to or disclosure of any item or other matter in the Colonial Disclosure Letter shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or other matter is required to be referred to or disclosed in the Colonial Disclosure Letter or (3) any breach or violation of applicable Laws or any contract, agreement, arrangement or understanding to which Colonial or any of the Colonial Subsidiaries is a party exists or has actually occurred), or (b) other than with respect to representations or warranties set forth in Section 4.12, as disclosed in publicly available Colonial SEC Documents filed with, or furnished to, as applicable, the SEC on or after January 1, 2010 and prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature), the Colonial Parties hereby jointly and severally represent and warrant to the MAA Parties that:
REPRESENTATIONS AND WARRANTIES OF COLONIAL. Colonial represents, warrants and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF COLONIAL. Colonial represents and warrants to the Company and Pathnet with respect to each of the following at and as of the Agreement Date and (except for those made with reference to a specific date) again at and as of the Initial Closing Date, each Interim Closing Date and the Final Closing Date:
REPRESENTATIONS AND WARRANTIES OF COLONIAL. 8 4.1 Organization and Related Matters.........................8 4.2 Authorization............................................8 4.3 No Breaches of Statutes or Agreements; Required Consents.8 4.4
REPRESENTATIONS AND WARRANTIES OF COLONIAL. 2 Section 2.1 Organization and Standing................. 2 Section 2.2 Authority................................. 2 Section 2.3 No Violation.............................. 3 Section 2.4 Subsidiaries.............................. 3 Section 2.5 Capitalization............................ 4 Section 2.6 Certificate of Incorporation, Bylaws and Minute Books.............................. 4 Section 2.7 Financial Statements...................... 4 Section 2.8 Absence of Changes........................ 6 Section 2.9 Dividends, Distributions and Stock Purchases................................. 6 Section 2.10 Taxes..................................... 6 Section 2.11 Title To and Condition of Assets.......... 6 Section 2.12 Loan Portfolio; Portfolio Management...... 7 Section 2.13
REPRESENTATIONS AND WARRANTIES OF COLONIAL. Colonial represents and warrants to Sovereign, as of the date of this Agreement and as of the date of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF COLONIAL. Colonial makes the following representations and warranties as of the Closing Date, on which the Purchaser will be deemed to have relied in acquiring the Purchased Assets. The representations and warranties will survive the conveyance of the Purchased Assets to the Purchaser pursuant to this Agreement, the conveyance of the Purchased Assets to the Issuer pursuant to the Sale and Servicing Agreement and the Grant thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:
