Repurchase Upon Breach of Certain Representations and Warranties Sample Clauses

Repurchase Upon Breach of Certain Representations and Warranties. (a) The representations and warranties and agreements of Seller set forth in Sections 4.01, 4.02 and 4.03 with respect to Seller and each Loan and related Property shall continue so long as such Loan remains outstanding. Upon discovery by either Seller or Buyer that any of such representations or warranties was incorrect as of the time made, the party making such discovery shall give prompt notice to the other party. In the event any defect, misrepresentation or omission materially and adversely affects the interest of Buyer, Seller shall eliminate or cure the circumstance or condition causing the defect within 10 days of the discovery thereof or, repurchase such Loan and the related Property.
Sample 1
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Repurchase Upon Breach of Certain Representations and Warranties. 1. The representations and warranties of Seller set forth in Section ------- 3.02 hereof with respect to each of the Lease Contracts and related Equipment ---- constituting part of the Existing Trust Assets, and each of the other Lease Contracts and related Equipment sold to Purchaser hereunder, shall continue so long as such Lease Contract remains outstanding. Upon discovery by Seller, Purchaser, Trustee, the Bond Insurer or any Certificateholder that any such representation or warranty with respect to any such Lease Contract and related Equipment covered hereby was incorrect as of the time made, such Person shall give prompt notice thereof to the other Persons. In the event that any such representation or warranty with respect to any such Lease Contract and related Equipment is incorrect and materially and adversely affects the interest of the Certificateholders or the Bond Insurer in such Lease Contract or related Equipment or the value of such Lease Contract or related Equipment, Seller shall eliminate or otherwise cure the circumstance or condition which has caused such representation or warranty to be incorrect, within 30 days (or such longer period as Trustee and the Controlling Party may in its discretion consent to) after the discovery thereof by or notice thereof to Seller. If Seller fails or is unable to cure such circumstance or condition within such cure period (or if Seller is otherwise required to repurchase a Lease Contract or to provide a Substitute Lease Contract therefor under Section 2.09 hereof, and the respective ------------ cure period set forth in Section 2.09 hereof has expired), then by 3:00 p.m. New ------------ York City time on the next succeeding Determination Date after the expiration of the applicable cure period, Seller shall either (i) purchase each Lease Contract and the related Equipment as to which such representation or warranty is incorrect, or (ii) substitute for such Lease Contract and the related Equipment a Substitute Lease Contract and all related Equipment; provided, however, that -------- ------- each Substitute Lease Contract shall meet the Substitution Criteria and shall be subject to the requirements of Section 6.02 (b) hereof. The purchase price to ---------------- be paid by Seller for the repurchase of any such Lease Contract and related Equipment (the "Repurchase Price") shall be equal to the sum of (A) the Warranty ---------------- Purchase Amount for the Lease Contract, plus (B) the Residual Value of ...
Sample 1
Repurchase Upon Breach of Certain Representations and Warranties. (a) The applicable representations and warranties and agreements of the Seller set forth in Sections 4.01 and 4.02 (as excepted from with respect to any Non-Conforming Loan as set forth in Section 2.01) with respect to the Seller and each Loan and related Property shall continue so long as such Loan remains outstanding. Upon discovery by Seller, Servicer or Buyer that any of such representations or warranties was incorrect as of the time made, the party making such discovery shall give prompt notice to the other parties. In the event any defect, misrepresentation or omission materially and adversely affects the interest of the Buyer, the Seller shall eliminate or cure the circumstance or condition causing the defect within 30 days of the discovery thereof (except with respect to breaches of any of the representations or warranties in Sections 4.02(a), (b), (c), (1), (n), (s), (u), (v), (w) and (x), as to which the cure period shall be 10 days, and with respect to breaches of any representations or warranties in Sections 4.02(e) and (v) with respect to the Amended and Restated Loans, as to which there shall be no cure period).
Sample 1
Repurchase Upon Breach of Certain Representations and Warranties. (a) The representations and warranties of Seller set forth in Section 3.02 with respect to each Lease Contract and related Equipment shall continue so long as such Lease Contract remains outstanding. Upon discovery by Seller, Rockford, Bond Insurer or Trustee that any of such representations or warranties with respect to any Lease Contract and related Equipment were incorrect as of the time made, the party making such discovery shall give prompt notice to the other parties hereto and Bond Insurer. In the event any breach of a representation or warranty with respect to any Lease Contract and related Equipment materially and adversely affects the interest of the Certificateholders or Bond Insurer in such Lease Contract and related Equipment or the value of such Lease Contract and related Equipment, as determined by Rockford, Purchaser, Bond Insurer or the Majority Certificateholders and set forth in an Officer's Certificate, Seller shall eliminate or cure the circumstance or condition causing the defect within 30 days (or such longer period as Trustee may in its discretion consent to) after the discovery thereof or repurchase such Lease Contract and the security interest in the Equipment covered by such Lease Contract. The price for such repurchase shall be the Warranty Purchase Amount for the Lease Contract, and shall be deposited by Seller in cash in the Investment Account on the date of closing of such repurchase.
Sample 1

Related to Repurchase Upon Breach of Certain Representations and Warranties

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 5.1 It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Remedies for Breach of Representations and Warranties of the Assignor The Assignor hereby acknowledges and agrees that in the event of any breach of the representations and warranties made by the Assignor set forth in Section 4 hereof that materially and adversely affects the value of the Mortgage Loans or the interest of the Assignee or the Trustee therein, within sixty (60) days of the earlier of either discovery by or notice to the Assignor of such breach of a representation or warranty, it shall cure, purchase, cause the purchase of, or substitute for the applicable Mortgage Loan in the same manner and subject to the conditions set forth in Section 2.03 of the Standard Terms to the Trust Agreement with respect to the Assignee’s obligations to provide certain representations and warranties for the Mortgage Loans.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • Remedies for Breach of Representations and Warranties It is understood and agreed that the representations and warranties set forth in Subsections 9.01 and 9.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. With respect to any representation or warranty contained in Subsections 9.01 or 9.02 hereof that is made to the Seller's knowledge, if it is discovered by the Purchaser that the substance of such representation and warranty was inaccurate as of the related Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other relevant parties. Within sixty (60) days after the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty, which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein (or which materially and adversely affects the value of the applicable Mortgage Loan or the interest of the Purchaser therein in the case of a representation and warranty relating to a particular Mortgage Loan), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage Loan or Mortgage Loans at the Repurchase Price. Notwithstanding the above sentence, (i) within sixty (60) days after the earlier of either discovery by, or notice to, the Seller of any breach of the representation and warranty set forth in clause (vv) of Subsection 9.02, the Seller shall repurchase such Mortgage Loan at the Repurchase Price and (ii) any breach of a Deemed Material and Adverse Representation shall automatically be deemed to materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein. In the event that a breach shall involve any representation or warranty set forth in Subsection 9.01, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans affected by such breach shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Subsection 9.02 (except as provided in the second sentence of this paragraph with respect to certain breaches for which no substitution is permitted) and the Seller discovers or receives notice of any such breach within 120 days of the related Closing Date, the Seller shall, at the Purchaser's option and provided that the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans, provided, however, that any such substitution shall be effected within such one hundred twenty (120) days after the related Closing Date. If the Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan pursuant to the foregoing provisions of this Subsection 9.03 shall occur on a date designated by the Purchaser, and acceptable to Seller, and shall be accomplished by either (a) if the Interim Servicing Agreement has been entered into and is in effect, deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution or (b) if the Interim Servicing Agreement has not been entered into or is no longer in effect, by direct remittance of the Repurchase Price to the Purchaser or its designee in accordance with the Purchaser's instructions. At the time of repurchase of any deficient Mortgage Loan (or removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall arrange for the reassignment of the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller or its designee and the delivery to the Seller of any documents held by the Custodian relating to the repurchased Mortgage Loan (or Deleted Mortgage Loan). In the event of a repurchase or substitution, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Seller shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Seller shall effect such substitution by delivering to the Custodian or to such other party as the Purchaser may designate in writing for such Qualified Substitute Mortgage Loan the documents required by Subsection 6.03 and the Custodial Agreement, with the Mortgage Note endorsed as required by Subsection 6.03 and the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Seller shall cause the Interim Servicer to remit directly to the Purchaser, or its designee in accordance with the Purchaser's instructions the Monthly Payment less the Servicing Fee due, if any, on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Seller. For the month of substitution, distributions to the Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Seller shall

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

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