Representation Exceptions definition

Representation Exceptions. With respect to each Purchased Asset, a written list prepared by Seller and delivered to Buyer prior to the Purchase Date of such Purchased Asset specifying, in reasonable detail, the representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule 1) that are not satisfied with respect to an Asset or Purchased Asset.
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Representation Exceptions. With respect to each Purchased Asset, a written list prepared by Seller and delivered to Buyer prior to the Purchase Date of such Purchased Asset specifying, in reasonable detail, the representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule 1) that are not satisfied with respect to an Asset or Purchased Asset. “Repurchase Date”: For any Purchased Asset, the earliest to occur of (a) the Facility Termination Date, without giving effect to any unexercised extensions thereof, (b) any Early Repurchase Date therefor, (c) the Business Day on which Seller is to repurchase such Purchased Asset as specified by Seller and agreed to by Buyer in the related Confirmation, and (d) the date that is two (2) Business Days prior to the maturity date (under the related Purchased Asset Documents with respect to such Purchased Asset including, with respect to each Senior Interest that is a participation, the related Whole Loan) for such Purchased Asset, without giving effect to any extension of such maturity date, whether by modification, waiver, forbearance or otherwise; provided that, solely with respect to this clause (d), the settlement date with respect to such Repurchase Date and Purchased Asset may occur two (2) Business Days thereafter as provided in Section 3.05). “Repurchase Documents”: Collectively, this Agreement, the Custodial Agreement, the Fee Letter, the Controlled Account Agreement, the Servicing Agreement and any related sub- servicing agreements, all Interest Rate Protection Agreements, the Pledge Agreement, the Guarantee Agreement, all Account Control Agreements, the Power of Attorney, all Confirmations, all UCC financing statements, amendments and continuation statements filed pursuant to any other Repurchase Document, and all additional documents, certificates, agreements or instruments executed and delivered in connection with the foregoing.
Sample 1
Representation Exceptions are any specific exceptions to the representations and warranties that arise by reason or facts or circumstances first arising or known (to the Xxxx Entities' knowledge) after the Closing and not resulting from the breach by Parkway Corp. of this Agreement. The Representation Exceptions shall be in writing and must be delivered to NYSTRS at least three Business Days before the Building 1 Closing. The representations and warranties made by Parkway Corp. under Section 9 of the Contribution Agreement and remade pursuant to this Agreement are subject to the limitation of Sections 12(d) and 13 of the Contribution Agreement (provided that the 14 month limitation period in Section 12(d) shall begin on the Building 1 Closing Date.) The updated representations and warranties in Section 9(a)(xvi) of the Contribution Agreement shall apply to the Leases in Building 1 for which Tenant Estoppel Certificates were obtained in connection with the Closing with respect to the period from the date of such Certificates to the Building 1 Closing Date.
Sample 1

Examples of Representation Exceptions in a sentence

  • Electronic Filing Representation Exceptions to the Fingerprint Requirement Investment Adviser Representative Only ApplicantsO I affirm that I am applying only as an investment adviser representative and that I am not also applying or have not also applied with this firm to become a broker-dealer representative.

  • In no event will the Plan make any payments to a third-party for medical care provided to you.

  • Therefore, a conflict existed.C. Permissible Representation (Exceptions to the Rule)Paragraph (c) permits a lawyer to represent a client even if the representation is otherwise prohibited by paragraph (b) as long as: (1) The lawyer reasonably believes the representation of each client will not be materially affected; and 12 Tex.

  • Schedule A TOP29 - Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Schedule A: Representation Exceptions REP.

  • Representation Exceptions ------------------------- -------------------------------------------------------------------------------------------------- (o) As of the Cut-off Date, approximately 3.77% of the Mortgage loans are one Monthly Payment or more delinquent.

  • Each representation and warranty of Seller set forth in the Repurchase Documents (including in Schedule 1 with respect to each Purchased Asset, except with respect to the Approved Representation Exceptions true and correct.

  • Representation Exceptions -------------------------------------------------------------------------------- (o) As of the Cut-off Date, approximately 1.68% of the Mortgage loans are one Monthly Payment or more delinquent.

  • Subject to Approved Representation Exceptions, each representation and warranty of Seller set forth in the Repurchase Documents (including in Schedule 1 applicable to the Class of such Purchased Asset) and the Purchased Asset Documents with respect to each Purchased Asset is true and correct.

  • The "Representation Exceptions" are any specific exceptions to the representations and warranties that arise by reason or facts or circumstances first arising or known (to the Xxxx Entities' knowledge) after the Closing and not resulting from the breach by Parkway Corp.

  • These are often referred to as Chinese Wall policies.Prohibited Representation Exceptions.


More Definitions of Representation Exceptions

Representation Exceptions. With respect to each Purchased Asset, a written list prepared by Seller and delivered to Buyer prior to the Purchase Date of such Purchased Asset specifying, in reasonable detail, the representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule 1(a), 1(b) and 1(c)) that are not satisfied with respect to an Asset or Purchased Asset. “Repurchase Date”: For any Purchased Asset, the earliest to occur of (a) the Termination Date, without giving effect to any unexercised extensions thereof, (b) any Early -28- LEGAL02/38049601v7
Sample 1
Representation Exceptions. A written list prepared by Seller specifying, in reasonable detail, the representations and warranties (or portions thereof) set forth in this Agreement (including in Schedule II) which are not satisfied with respect to the Asset.
Sample 1

Related to Representation Exceptions

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.