Representations, Warranties and Covenants of the Sellers Sample Clauses
The 'Representations, Warranties and Covenants of the Sellers' clause sets out the specific statements of fact, assurances, and ongoing obligations that the sellers make to the buyer in a transaction. This typically includes confirming the accuracy of financial statements, the absence of undisclosed liabilities, compliance with laws, and promises to perform or refrain from certain actions before or after closing. By clearly outlining these commitments, the clause allocates risk between the parties and provides the buyer with legal recourse if any of the sellers' statements prove to be false or if their obligations are breached.
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Representations, Warranties and Covenants of the Sellers and the Servicer. -----------------
(i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and
(ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date.
(b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date.
(c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee ...
Representations, Warranties and Covenants of the Sellers. The Sellers, jointly and severally, hereby represent and warrant to the Buyer as follows:
Representations, Warranties and Covenants of the Sellers. The Sellers hereby jointly and severally represent, warrant and covenant to the Purchaser as follows:
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and covenants to and with the Purchaser as follows:
6.1. The Sellers’ use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to a Seller from or to the Purchaser or other third parties. The Sellers shall not use the Program web portal for investment or arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
6.2. Information provided by the Sellers to the Purchaser or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.
Representations, Warranties and Covenants of the Sellers. As of the Delivery Date, each of the Sellers, severally and not jointly, hereby makes to the Depositor and the Trustee the representations, warranties and covenants below.
(i) If WMBFA, the Seller is a federally chartered savings association, duly organized, validly existing and in good standing under the laws of the United States. If WMBFSB, the Seller is a savings bank, duly organized, validly existing and in good standing under the laws of the United States. If WMB, the Seller is a Washington state chartered stock savings bank, duly organized, validly existing and in good standing under the laws of the State of Washington.
(ii) The Seller has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to enter into, execute and deliver this Agreement and all documents and instruments executed and delivered pursuant hereto and to perform its obligations in accordance therewith. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations hereinafter contained, have been duly and validly authorized. This Agreement evidences the valid, binding and enforceable obligations of the Seller. All requisite corporate action has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms.
(iii) No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Agreement is required as to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the Delivery Date, be obtained, except for any recordations of Assignments of the Mortgages to or for the benefit of the Trustee on behalf of the Certificateholders pursuant to this Agreement.
(iv) The consummation of the transactions contemplated by this Agreement, including without limitation the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and will not (i) result in the breach o...
Representations, Warranties and Covenants of the Sellers. (a) CLF hereby represents and warrants to, and covenants with, the Company, and for the benefit of Bear, Stearns & Co. Inc., B▇▇▇ ▇▇ America Securities, LLC and Prudential Securities Incorporated (the "Underwriters"), as of the date hereof and as of the Closing Date that:
(i) CLF is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. CLF is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Corporate Lease Loan and to perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by CLF, and the performance and compliance with the terms of this Agreement by CLF, will not violate CLF's limited partnership agreement, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;
(iii) CLF has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and delivery by the Company and the other parties hereto (other than CLF), constitutes a valid, legal and binding obligation of CLF, enforceable against CLF in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(v) CLF is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, its organizational documents or any material agreement, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in CLF's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of CLF to perform its obligations under this Agreement or the financial condition of CLF;
(vi) No litigation is p...
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and covenants to and with Bank as follows:
6.1. Such Seller’s use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to such Seller from or to Bank or other third parties. Such Seller shall not use the Program web portal for investment or arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
6.2. Information provided by such Seller to Bank or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.
Representations, Warranties and Covenants of the Sellers. (a) Each of the representations and warranties of the Sellers made in this Agreement shall be true and correct in all material respects (and, if any specific representation or warranty of the Sellers is expressly qualified by concepts of “materiality” or “Material Adverse Effect,” then such representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Closing (as if made on and as of the Closing) (or, if made as of a specific date, as of such date only); provided, however, that the Fundamental Representations shall be true and correct in all respects (except for de minimis inaccuracies with respect to Section 3.4.1) as of the date of this Agreement and as of the Closing (as if made on and as of the Closing); (b) the Sellers shall, and shall have caused the Acquired Entities to, have performed and complied in all material respects (except for those covenants set forth in Section 2.1 which shall have been performed in all respects) with all terms, agreements and covenants contained in this Agreement required to be performed or complied with by the Sellers or the Acquired Entities on or before the Closing Date; and (c) the Sellers shall have delivered to the Purchaser a certificate dated the Closing Date, confirming the satisfaction of the conditions contained in Section 8.1.1 (Representations, Warranties and Covenants of the Sellers), Section 8.1.2 (No Injunction, Etc.) and Section 8.1.5 (Governmental Approvals).
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents and warrants, as of the date hereof and as of the Closing Date, and covenants, that:
Representations, Warranties and Covenants of the Sellers. The Sellers represent and warrant to, and agree with Purchaser that this Agreement has been duly authorized, executed and delivered by the Sellers.