Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable; (ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date; (iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”): (A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland; (B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. (c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement. (d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 5 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B5 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller Sellers required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller Sellers under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the each Seller’s 's limited liability company agreement and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the each Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISellers, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the each Seller is a corporation limited liability company organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan either Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partySeller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially Sellers to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller Sellers or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller Sellers or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI AIGMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI Sellers shall furnish the Purchaser with such other certificates of its their officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp8), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) (i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) (ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) (iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Starwood Party”):
(A) the Seller each Starwood Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party such party and this Agreement is a legal, valid and binding agreement of each Loan Seller Starwood Party enforceable against each Loan Seller Partysuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Starwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Starwood Party is a party or by which the Loan Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Starwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”);
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan the Seller Partyhas duly executed and delivered the CIBC Agreements;
(E) the Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with such party’s organizational documents (a) violate any existing provisions of the articles of incorporation and by-laws of the Seller or conflict with or (b) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) the Free Writing Prospectus or Preliminary Private Placement Memorandum Prospectus, as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used , or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in this clause (iv) and not otherwise defined herein shall have order to make the meaning set forth statements therein relating to the Seller or the Mortgage Loans, in the Indemnification Agreementlight of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc18), Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles 's certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or qualification of or with any federal court or governmental agency or body is required for the consummation otherwise violated by any Loan Seller Party Ladder Party’s execution or delivery of the transactions contemplated Ladder Agreements or by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel any Ladder Party’s performance of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as any of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, its agreements in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementLadder Agreements.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller each CIBC Party required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller and CIBC, as applicable, under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller each CIBC Party substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s each CIBC Parties’ respective articles of incorporation limited liability company agreements or by-laws, as applicable, and certificates of formation or articles of incorporation, as applicable, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI each CIBC Party issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIeach CIBC Party, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller CIBC Party”)::
(A) the Seller such party is a corporation limited liability company or corporation, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification AgreementAgreement (together, the “CIBC Agreements”). CIBC has the power to execute and deliver the CIBC Agreements and to perform its obligations under the CIBC Agreements;
(C) all necessary action has been taken by each Loan Seller Party the CIBC Parties to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party the CIBC Parties and this Agreement is a legal, valid and binding agreement of each Loan Seller Party the CIBC Parties enforceable against each Loan Seller Partythe CIBC Parties, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller CIBC Party has duly executed and delivered the CIBC Agreements;
(E) each CIBC Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement CIBC Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of CIBC, violate any existing provisions of the articles of incorporation and bylaws of CIBC or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller a CIBC Party is a party or by which the Loan Seller a CIBC Party is bound, or to which any of its the related CIBC Party’s property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller a CIBC Party;
(EF) there is no litigation, arbitration arbitration, or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller CIBC Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe related CIBC Party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(FG) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except that such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the specified portions of (i) Free Writing Prospectus or Preliminary Private Placement Memorandum Prospectus, as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller Seller, CIBC or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used , or (ii) the Prospectus or Private Placement Memorandum contains, as of the respective dates thereof or the Closing Date, with respect to the Seller, CIBC or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in this clause (iv) and not otherwise defined herein shall have order to make the meaning set forth statements therein relating to the Seller, CIBC or the Mortgage Loans, in the Indemnification Agreementlight of the circumstances under which they were made, not misleading.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI CIBC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI CIBC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer and the Custodian (on behalf of the Trustee);
(ii) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(iiiii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The obligations of the Seller to sell the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following: (i) performance by the Purchaser of all obligations required to be performed on or before the Closing Date; (ii) accuracy of all of the representations and warranties of the Purchaser under this Agreement as of the Closing Date; and (iii) the execution of the Indemnification Agreement and, insofar as it affects the obligations of the Seller, the Pooling and Servicing Agreement, as executed and delivered by the respective parties thereto, each being in form and substance reasonably satisfactory to the Seller. Notwithstanding the foregoing, the sale of the Mortgage Loans and receipt of payment therefore by the Seller from the Purchaser shall be conclusive evidence of the satisfaction of the foregoing conditions.
(g) The purchase of the Mortgage Loans by the Purchaser shall be conclusive evidence of the satisfaction of clauses (b)(iii), (b)(iv) and (e) above.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C32), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consentsuch counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or otherwise violated by any Ladder Party’s execution or delivery of the Ladder Agreements or by any Ladder Party’s performance of any of its agreements in the Ladder Agreements. For purposes of this paragraph, approval, authorization, the term “Court Order” means a court or administrative order, licensewrit, registration judgment or qualification decree that names a Ladder Party and is specifically directed to such Ladder Party. For purposes of such opinion, such counsel need not undertake any investigation to identify Court Orders to which any Ladder Party may be subject or with review any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as Court Orders about which they may have been obtainedactual knowledge; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (each a “Loan Seller Starwood Party”):
(A) the Seller each Starwood Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Starwood Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Starwood Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party such party and this Agreement is a legal, valid and binding agreement of each Loan Seller Starwood Party enforceable against each Loan Seller Partysuch party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Starwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Starwood Party is a party or by which the Loan Seller Starwood Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Starwood Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller an Starwood Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Starwood Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Starwood Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIHolding’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI Holdings issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTIHoldings, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI Holdings (each a the “Loan Seller PartyLadder Parties”):
(A) the Seller is a corporation limited liability company existing and in good standing under the laws of Delaware Limited Liability Company Act (the State of Delaware and RTI “DLLCA”). Holdings is a corporation limited liability limited partnership existing and in good standing under the laws of Delaware Revised Uniform Limited Partnership Act (the State of Maryland“Delaware Partnership Act”; and collectively with the DLLCA, the “Delaware Acts”);
(B) each Loan the Seller Party has the limited liability company power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Ladder Agreements”) and this Agreement is a legal, valid to perform its obligations under the Ladder Agreements. Holdings has the limited liability limited partnership power to execute and binding agreement deliver the Ladder Agreements and to perform its obligations under the Ladder Agreements;
(C) the board of directors of each Loan Seller Ladder Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Ladder Party of the provisions Ladder Agreements, and the performance by such Ladder Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Ladder Party’s obligations thereunder;
(D) each Loan Seller Ladder Party has duly executed and delivered the Ladder Agreements;
(E) each Ladder Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Ladder Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the certificate of formation or conflict with limited liability company agreement of the Seller, (b) in the case of Holdings, violate any existing provisions of the certificate of limited partnership or limited liability limited partnership agreement of Holdings or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Ladder Party’s actions may have under any financial covenants or tests, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller any consequences a default by any Ladder Party is a party or by which the Loan Seller Party is bound, or to which under any of its property the Ladder Agreements may have under any of the Other Specified Agreements or assets is subject or violate any cross default provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartyOther Specified Agreements;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe does not have actual knowledge that the Free Writing Prospectus any provision in any Court Order (as defined below) would be breached or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.violated
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association, duly organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement, the CIO Certificate Purchase Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement Agreement, or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Specified Portions of the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution Party’s]execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the such Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a the “Loan Seller PartyRedwood Parties”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted execute and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of deliver this Agreement and the Indemnification Agreement by each Loan Seller Party (together, the “Redwood Agreements”) and this Agreement is a legal, valid to perform its obligations under the Redwood Agreements and binding agreement RTI has the corporate power to execute and deliver the Redwood Agreements and to perform its obligations under the Redwood Agreements;
(C) the board of directors of each Loan Seller Redwood Party enforceable against each Loan Seller Party, whether has adopted by requisite vote the resolutions necessary to authorize the execution and delivery by such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability Redwood Party of the provisions Redwood Agreements, and the performance by such Redwood Party of the Agreement which purport to provide indemnification with respect to securities law violationssuch Redwood Party’s obligations thereunder;
(D) each Loan Seller Redwood Party has duly executed and delivered the Redwood Agreements;
(E) each Redwood Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement Redwood Agreements do not and will not conflict with such party’s organizational documents (a) in the case of the Seller, violate any existing provisions of the articles of incorporation or conflict with certificate of incorporation of the Seller, (b) in the case of RTI, violate any existing provisions of the articles of incorporation or certificate of incorporation of RTI or (c) result in the a breach of any of the terms or provisions other violation of, or constitute a default under, any indentureagreement listed on a schedule attached to such opinion (the “Other Specified Agreements”); provided that the opinion described in this paragraph need not address any impact any Redwood Party’s actions may have under any financial covenants or tests, mortgage, deed any consequences a default by any Redwood Party under any of trust, loan agreement the Redwood Agreements may have under any of the Other Specified Agreements or other material agreement any cross default provisions in the Other Specified Agreements;
(F) such counsel does not have actual knowledge that any provision in any Court Order (as defined below) would be breached or instrument to which otherwise violated by any Redwood Party’s execution or delivery of the Loan Seller Party is a party Redwood Agreements or by which any Redwood Party’s performance of any of its agreements in the Loan Seller Redwood Agreements. For purposes of this paragraph, the term “Court Order” means a court or administrative order, writ, judgment or decree that names a Redwood Party and is boundspecifically directed to such Redwood Party. For purposes of such opinion, or such counsel need not undertake any investigation to identify Court Orders to which any of its property or assets is Redwood Party may be subject or violate review any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;Court Orders about which they may have actual knowledge; and
(EG) there is no litigationlitigation that on the date of such opinion is (i) pending against a Redwood Party with a court or (ii) being actively threatened against a Redwood Party, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or which to such counsel’s actual knowledgeknowledge seeks to enjoin or obtain damages by reason of the execution or delivery of any of the Redwood Agreements by a Redwood Party or the performance by any Redwood Party of its agreements in the Redwood Agreements. For purposes of such opinion, threatenedsuch counsel need not undertake any investigation to identify any litigation which is pending or threatened against any Redwood Party;
(H) this Agreement constitutes a legal, valid and binding agreement of each Redwood Party, enforceable against such Redwood Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, conservatorship, liquidation or other laws relating to or affecting creditors’ rights generally, including, if such Redwood Party is determined to be a Loan Seller Party which “financial company” or an affiliate thereof under Section 201 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (i) questions, directly or indirectlythe “Xxxx-Xxxxx Act”), the validity powers of the Federal Deposit Insurance Corporation as receiver under Title II (Orderly Liquidation Authority) of the Xxxx-Xxxxx Act, and further subject to general principles of equity (whether considered in a proceeding at law or enforceability in equity), and except that the enforcement of this Agreement rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of set-off, (b) relating to submission to jurisdiction, venue or service of process, or (c) purporting to prohibit, restrict or condition the assignment of, or the Indemnification Agreement or (ii) wouldgrant of a security interest in, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations rights under this Agreement Agreement, or the Indemnification Agreementproperty subject thereto, may be limited by applicable laws or considerations of public policy; and
(FI) no consent, approval, authorization, order, license, registration or qualification the compliance by each Redwood Party with the provisions of or with any federal court or governmental agency or body is required for this Agreement and the consummation by any Loan Seller each Redwood Party of the transactions contemplated by this Agreement and (a) do not require any Governmental Approval (as defined below) to be obtained on the Indemnification Agreementpart of such Redwood Party, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as those that have been obtained; obtained and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come , to such counsel’s attention knowledge, are in effect, and (b) do not conflict with, or result in the violation of, any Applicable Laws (as defined below) that are applicable to such Redwood Party (except for any such conflict or violation as would lead not have a material adverse effect on the performance by such counsel to believe that Redwood Party of its obligations under this Agreement). For purposes of such opinion, the Free Writing Prospectus or Preliminary Private Placement Memorandum as term “Applicable Laws” means those laws, rules and regulations of the Time State of Sale, or the Prospectus or Final Private Placement Memorandum as New York and of the date thereof or as United States of America which, in such counsel’s experience, are normally applicable to transactions of the Closing Datetype contemplated by this Agreement, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.term “Government
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition, business or operations of the Seller required to be performed by it at or prior to Company and its subsidiaries, as a whole, from that set forth in the Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date pursuant and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of foregoing effect. Such certificate will also provide that the representations and warranties of the Seller under this Agreement shall be Company contained herein are true and correct in all material respects as of the Closing Date, and no event shall have occurred . The officer making such certificate may rely upon the best of his knowledge as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.proceedings threatened.
(b) The Purchaser Manager shall have received on the following additional closing documentsClosing Date an opinion of Arthur R. Block, Esquire, Senior Vice President of the Compaxx, xxxxx the Closing Date, to the effect that:
(i) copies the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Seller’s Commonwealth of Pennsylvania and RTI’s respective articles is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of incorporation and certificates its business or its ownership or leasing of incorporation, certified as of property requires such qualification (except where the failure to so qualify would not have a recent date by material adverse effect upon the Secretary business or Assistant Secretary of such party or, alternatively in the case financial condition of the certificates of formation, certified by the Secretary of State of the State of Delaware or MarylandCompany and its subsidiaries, as applicablea whole);
(ii) a copy of a certificate of good standing each of the Seller Senior Indenture dated as of [ ] (the "Senior Indenture") among the Company, the Cable Guarantors and RTI issued The Bank of New York, as trustee, and the Subordinated Indenture dated as of [ ] (the "Subordinated Indenture") among the Company and the Cable Guarantors and The Bank of New York, as trustee has been duly authorized, executed and delivered by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing DateCompany;
(iii) an opinion of counsel of the Seller Warrant Agreement, if any, has been duly authorized, executed and RTI, in form and substance satisfactory to delivered by the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandCompany;
(Biv) each Loan Seller Party the Unit Agreement, if any, has been duly authorized, executed and delivered by the power Company;
(v) the Offered Company Securities have been duly authorized by the Company;
(vi) this Agreement has been duly authorized, executed and delivered by the Company;
(vii) except as rights to conduct its business as now conducted indemnity and to incur and perform its obligations contribution under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying under applicable law, the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery by each Issuer of, and such party’s the performance by each Issuer of its obligations under, each of this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Indemnification Agreement do not and Additional Guarantee, if any, will not conflict contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such party’s organizational documents or conflict with or result in counsel is not called upon to express any opinion), Pennsylvania, or, to the breach best knowledge of such counsel, of any other state or jurisdiction of the terms United States or provisions ofof any foreign jurisdiction (in which foreign jurisdiction the Company or any specified subsidiary does business which is material to the Company and its subsidiaries, as a whole), or constitute a default underthe articles of incorporation or by-laws of the Company or, to the best knowledge of such counsel, any indenture, mortgage, deed of trust, loan agreement or other material agreement instrument binding upon such Issuer, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") (which have been obtained) and such permits or instrument similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which the Loan Seller Party such counsel is a party not called upon to express any opinion), no consent, approval or by which the Loan Seller Party is bound, or to which any authorization of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on or agency of the Loan Seller PartyUnited States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any;
(Eviii) there is no litigationsubject to such qualification as may be set forth in the Prospectus, arbitration or mediation pending before any courtthe Company and its subsidiaries have, arbitratorand are in material compliance with, mediator or administrative bodysuch franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Prospectus, except where the failure to have, or to comply with, such counsel’s actual knowledgefranchises, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to licenses and authorizations would not have a material adverse effect on the ability business or financial condition of the Loan Seller Party Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole;
(ix) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to perform therein, fairly present the information called for with respect to such legal matters, documents and proceedings;
(x) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its obligations under this Agreement subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Indemnification AgreementProspectus and is not so described or of any contract or other document which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required;
(xi) the securities into which the Offered Company Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the "Underlying Securities") have been duly authorized and reserved for issuance; and
(Fxii) no consentwhen the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, approvalsuch Underlying Securities will be validly issued, authorization, order, license, registration fully paid and non-assessable and will not be subject to any preemptive or qualification of other right to subscribe for or with purchase such Underlying Securities.
(1) that the Registration Statement or any federal court or governmental agency or body is required amendments thereto (except for the consummation financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any Loan Seller Party belief), on the date on which it became effective or the date of filing of the transactions contemplated most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by this Agreement and reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel date of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus Underwriting Agreement or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of at the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they are made, not misleading; or (3) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All terms used With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in this clause the preparation of the Registration Statement, Prospectus (ivas amended or supplemented) and not otherwise defined herein shall have the meaning set forth in documents incorporated therein by reference and review and discussion of the Indemnification Agreementcontents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.
(c) The Certificates Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, special counsel for the Company, dated the Closxxx Xate, xx xxx effect that:
(i) each Cable Guarantor is a corporation or limited liability company duly incorporated or duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation;
(ii) each of the Senior Indenture and the Subordinated Indenture has been concurrently issued duly authorized, executed and sold pursuant delivered by each Cable Guarantor and assuming each of the Senior Indenture and the Subordinated Indenture has been duly authorized, executed and delivered by the Company and duly executed and delivered by the respective trustee thereto, each of the Senior Indenture and the Subordinated Indenture is a valid and binding agreement of each Issuer, enforceable against each Issuer in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(iii) assuming the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Warrant Agent, the Warrant Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(iv) assuming the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Agent, the Unit Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(v) the Additional Guarantee, if any, has been duly authorized, executed and delivered by each Cable Guarantor and is a valid and binding agreement of each Cable Guarantor, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(vi) the Cable Guarantees have been duly authorized, and, assuming the Offered Company Securities have been authorized by the Company, when the Offered Company Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture or Subordinated Indenture, will be valid and binding obligations of the Cable Guarantors, enforceable against them in accordance with their terms (subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles), and will be entitled to the terms benefits of the Certificate Purchase Agreements and the Underwriting Agreementrelevant Senior Indenture or Subordinated Indenture.
(dvii) The Seller and RTI shall have this Agreement has been duly authorized, executed and delivered concurrently herewith the Indemnification Agreement.by each Cable Guarantor party hereto;
(eviii) The Seller each of the Senior Indenture and RTI shall furnish the Purchaser with such other certificates Subordinated Indenture has been duly qualified under the Trust Indenture Act;
(ix) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its officers obligations under, this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or others New York, or the articles of incorporation or bylaws or equivalent organizational documents of any Cable Guarantor and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act (which have been obtained) and such other documents and opinions permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to evidence fulfillment which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the conditions set forth United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or New York is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, and
(x) the statements in this Agreement as the Purchaser and its counsel may reasonably request.Prospectus Supplement under "Description of [the Offered Securities]", "Certain U.S. Tax Considerations" and
Appears in 1 contract
Sources: Underwriting Agreement (Comcast Cable Communications Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on On or prior to the Closing Datedate of execution hereof, of the Transferor shall deliver to the Administrative Agent and the Purchaser Agents the following conditionsdocuments, instruments and fees, all of which shall be in a form and substance acceptable to the Administrative Agent and the Purchaser Agents:
(a) Each A copy of the obligations resolutions of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms Board of this Agreement shall have been duly performed and complied with and all Directors of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, Transferor certified by the its Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize approving the execution, delivery and performance by the Transferor of this Agreement and the Indemnification Agreement other Transaction Documents to be delivered by each Loan Seller Party the Transferor hereunder or thereunder and this Agreement is a legalall other documents evidencing necessary corporate action and governmental approvals, valid if any.
(b) The Articles of Association and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability bylaws of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery ofTransferor, and such party’s performance of certified by its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreementcorporate secretary.
(c) The Certificates shall have been concurrently issued and sold pursuant A Certificate of the Comptroller of the Currency as to the terms authorization of the Certificate Purchase Agreements and Transferor to conduct the Underwriting Agreementbusiness of banking, dated a date reasonably prior to the Closing Date.
(d) The Seller A Certificate of an officer of the Transferor as to the truth of representations and RTI shall have executed warranties on the Closing Date, and delivered concurrently herewith a certificate of the Indemnification AgreementSecretary of the Transferor as to the incumbency of all officers signing Transaction Documents on its behalf, with such attachments, and including such other matters, as are requested by the Administrative Agent or any of the Purchaser Agents.
(e) The Seller and RTI shall furnish Acknowledgment copies of proper financing statements (Form UCC-1) naming the Transferor as the debtor in favor of the Purchaser Agents, for the benefit of the Purchasers and the Bank Investors, as secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Purchaser Agents desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Purchaser Agents' undivided percentage interest in all Receivables, Related Security, Collections and Proceeds relating thereto.
(f) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by Transferor.
(g) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any person in Receivables previously granted by GE and copies of proper financing statements (Form UCC-1) naming the Transferor as the secured party against GE, as debtor, to be filed in all appropriate jurisdictions in order to perfect the Transferor's interest in all property purchased by it pursuant to the GE Agreement.
(h) Certified copies of request for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent and the Purchaser Agents) dated a date reasonably near the date of the initial Incremental Transfer listing all effective financing statements which name the Transferor (under its present name and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to item (e) above together with copies of such financing statements (none of which shall cover any Receivables or Accounts.
(i) An opinion of in-house counsel to the Transferor and the Collection Agent, covering the matters requested by the Administrative Agent and the Purchaser Agents.
(j) A copy of an executed notice to MCI from the Transferor excluding the Receivables from being conveyed pursuant to the Bank Receivables Purchase Facility.
(k) An executed copy of the GE Agreement pursuant to which all conditions precedent shall have been satisfied or waived (with the prior consent of the Administrative Agent and the Purchaser Agents), and all other certificates documents, instruments and agreements executed in connection therewith.
(l) An opinion of its officers X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx, special Arizona counsel to the Transferor, as to the perfection and priority of the ownership or others security interests created hereunder.
(m) An opinion of Xxxxxx & Whitney LLP, counsel to the Transferor, as to (i) the enforceability of any security interest created hereunder notwithstanding any insolvency of the Transferor, (ii) creation of the ownership or security interests under this Agreement and (iii) the characterization of the Receivables as accounts or general intangibles.
(n) Opinions of counsel to GE (or letters with respect thereto entitling the Administrative Agent and the Purchaser Agent to rely thereupon) regarding (i) the enforceability of the GE Agreement against GE and (ii) perfection and priority of the ownership or security interests under the GE Agreement.
(o) A computer tape (to the Administrative Agent only) setting forth as of the Valuation Date all Receivables and the Receivables balances thereon and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement information as the Administrative Agent or any Purchaser and its counsel Agent may reasonably request.
(p) An executed copy of this Agreement, the Fee Letter, the Sheffield Fee Letter, the Sheffield Agreement and each of the other Transaction Documents to be executed by the Transferor.
(q) The Transfer Certificates, duly executed by the Transferor.
(r) The Certificates, duly executed by the Transferor and appropriately completed.
(s) The Additional Investment Certificate, duly executed by the Transferor.
(t) Evidence that the fees due and owing on the Closing Date under the Fee Letter and the Sheffield Fee Letter have been paid.
(u) Evidence that the Spread Account, the Excess Funding Account and the Collection Account have been established in accordance with Section 2.12 hereof.
(v) An opinion of in-house counsel to MCI to the effect that (i) the execution, delivery, and performance by the Transferor of this Agreement, the GE Agreement and the transactions contemplated hereby and thereby will not create a default under, or a violation of, the Credit Agreement and (ii) the amendments to the Credit Agreement described in Section 4.1(x) hereof have been, assuming due authorization by the other parties thereto and the genuineness of all signatures, in each case other than those of MCI, approved in accordance with the provisions thereof.
(w) Sheffield shall have received a letter from Moody's confirming the rating of Sheffield's Commercial Paper after taking into effect Sheffield's execution and performance of this Agreement.
(x) Copies of (i) the amendment dated as of May 7, 1999 to the Credit Agreement and (ii) the amendment dated as of June 10, 1999 to the Credit Agreement, in each case, duly executed by each party thereto.
(y) A draft confirmation with respect to the Interest Rate Cap, which shall be in effect on the Closing Date.
(z) Copies of proper financing statements (Form UCC-2) amending any existing financing statements naming the Transferor as debtor in favor of MCI as secured party, having the effect that the Receivables, Related Security Collections and Proceeds relating thereto will be excluded from the liens described in any such financing statements.
(aa) A certificate of an officer of MCI to the effect that: (i) the amendments to the Credit Agreement described in clause 4.1
Appears in 1 contract
Sources: Transfer and Administration Agreement (Metris Direct Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller issued the New York State Department of Financial Services and RTI a copy of a certificate of good standing issued by the Secretary Registrar of State of the State of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation[list organizational documents], certified as of a recent date by the Secretary or Assistant Secretary of such party or, the Seller or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable[_____];
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable [_____] dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation [_____] duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland[_____];
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
(f) The Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Starwood Commercial Mortgage Depositor, LLC)
Conditions to Closing. The obligations consummation of the Purchaser to purchase the Mortgage Loans transactions set forth in Sections 3 and 4 shall be subject to the satisfaction, on or prior to the Closing Datewaiver by each Bank, of the following conditionsconditions precedent:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser Bank shall have received the following additional closing documentsfollowing:
(i) copies a copy of the Seller’s and RTI’s respective articles Certificate of incorporation and certificates Domestication of incorporation, certified FI as of a recent date by in effect on the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, Fifth Amendment Closing Date certified by the Secretary of State of the State of Delaware or Maryland, (as applicableof a date reasonably near the Fifth Amendment Closing Date) as being a true and correct copy of such documents on file in his office;
(ii) the signed Certificate of the Secretary of State of the State of Delaware, in regular form (dated reasonably near the Fifth Amendment Closing Date), listing the Certificate of Domestication of FI as in effect on the Fifth Amendment Closing Date on file in his office and stating that such documents are the only charter documents of FI on file in his office, that FI is duly domesticated and in good standing in the State of Delaware, and has filed all franchise tax returns and has paid all franchise taxes required by law to be filed and paid by FI to the date of his Certificate;
(iii) a copy of a certificate the Indonesian Articles of good standing Association of FI and any amendments thereto as in effect on the Fifth Amendment Closing Date;
(iv) the signed Certificate of the Seller Secretary or an Assistant Secretary of FI, dated the Fifth Amendment Closing Date and RTI issued certifying, among other things, (A) a true and correct copy of resolutions adopted by the Board of Directors of FI and concurred in by the Board of Commissioners of FI authorizing the making and performance of this Amendment and the Amended Credit Agreement and the other Loan Documents to which FI is or is to be a party and the issuance by FI of the New Notes and the borrowings by FI under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (B) true and correct copies of the Indonesian Articles of Association and the By- laws of FI as in effect on the Fifth Amendment Closing Date and at all times since a date prior to the date of the resolutions described in (A) above, (C) that the Certificate of Domestication of FI has not been amended since the date of the last amendment, shown on the certificate referred to in (ii) above, and (D) the incumbency and specimen signatures of officers of FI executing the foregoing documents and any other documents delivered to the Lenders in connection with the Fifth Amendment Closing Date;
(v) the signed opinion of (A) the General Counsel of FCX substantially in the form of Exhibit J to the FCX Credit Agreement, but with respect to this Agreement and the Amended Credit Agreement, (B) Dxxxx Xxxx & Wxxxxxxx, special New York counsel for FI, substantially in the form of Exhibit K to the FCX Credit Agreement, but with respect to this Agreement and the Amended Credit Agreement, (C) Liskow & Lxxxx, special Louisiana counsel for FI, substantially in the form of Exhibit L to the FCX Credit Agreement, but with respect to this Agreement and the Amended Credit Agreement, (D) Axx Xxxxxxxxx, Nugroho Reksodiputro, special Indonesian counsel for FI, substantially in the form of Exhibit M to the FCX Credit Agreement, but with respect to this Agreement and the Amended Credit Agreement, and (E) Mochtar, Karuwin & Kxxxx, special Indonesian counsel for the Agent, substantially in the form of Exhibit N to the FCX Credit Agreement, but with respect to this Agreement and the Amended Credit Agreement, in each case dated the Fifth Amendment Closing Date and satisfactory to Cravath, Swaine & Mxxxx, special counsel for the Agents, or such other opinions of counsel as may be satisfactory to Cravath, Swaine & Mxxxx;
(vi) signed Certificates of the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each FCX, dated reasonably near the Fifth Amendment Closing Date, listing FCX's Certificate of Incorporation as in effect on the Seller Fifth Amendment Closing Date on file in his office and RTI (each a “Loan Seller Party”):
(A) stating that such documents are the Seller only charter documents of FCX on file in his office, that FCX is a corporation duly incorporated and in good standing under the laws of in the State of Delaware Delaware, and RTI is a corporation has filed all franchise tax returns and in good standing under has paid all franchise taxes required by law to be filed and paid by FCX to the laws date of the State of Marylandhis Certificate;
(Bvii) each Loan Seller Party has a signed Certificate of the power to conduct its business as now conducted Secretary or an Assistant Secretary of FCX, dated the Fifth Amendment Closing Date and to incur certifying, among other things, (A) a true and perform its obligations under this Agreement and correct copy of resolutions adopted by the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Board of Directors of FCX authorizing the execution, delivery making and performance of this Amendment and the continued performance by it of the Amended Credit Agreement, the continued guarantee by it of the borrowings by FI under the Amended Credit Agreement and the Indemnification execution and delivery of the FCX Pledge Agreement and the pledge by each Loan Seller Party it of the shares of FI held by it pursuant thereto, and this Agreement is that such resolutions have not been modified, rescinded or amended and are in full force and effect, (B) a legal, valid true and binding agreement correct copy of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought the Certificate of Incorporation and the By- laws of FCX as in effect on the Fifth Amendment Closing Date and at all times since a procedure at law or in equity, except date prior to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability date of the provisions resolutions described in (A) above, (C) that the Certificate of Incorporation of FCX has not been amended since the date of the Agreement which purport to provide indemnification last amendment shown on the Certificate with respect to securities law violationsFCX referred to in (vi) above, and (D) the incumbency and specimen signatures of officers of FCX executing the foregoing documents and any other documents delivered to the Banks in connection with the Amendment Closing;
(Dviii) each Loan Seller Party’s execution and delivery of, and such party’s performance the signed Certificate of its obligations under, a Responsible Officer of each of FCX and FI dated the Fifth Amendment Closing Date and certifying that each representation and warranty made by FCX or FI, as applicable, in this Agreement Amendment is true and correct and no Default or Event of Default (under either the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Existing Credit Agreement or the Indemnification Agreement or (iiAmended Credit Agreement) would, if decided adversely to such party, either individually or in the aggregate, reasonably shall have occurred and be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreementcontinuing; and
(Fix) no consentsuch other instruments and documents as the Agents or any Bank may reasonably request in connection with the Amendment Closing.
(b) FI shall have paid on the Fifth Amendment Closing Date (i) to the Agent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party account of the transactions contemplated Agent, the Agency Fee due under the Existing Credit Agreement on such date in an aggregate amount to be agreed upon by this Agreement FTX and the Indemnification AgreementAgent, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivii) a letter from counsel of the Seller substantially to the effect that nothing has come Departing Banks, the fees to such counsel’s attention that would lead such counsel to believe that which they are entitled under the Free Writing Prospectus or Preliminary Private Placement Memorandum as last sentence of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect Section 4(b) and (iii) to the Seller or Lenders entitled thereto, the Mortgage Loans, any untrue statement of a material fact or omits amounts referred to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, Section 2(d) and in the light penultimate sentence of the circumstances under which they were made, not misleading. All terms used in this clause (ivSection 4(d) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement4(e).
(c) The Certificates All amounts payable under Section 4(d)(i) shall have been concurrently issued and sold pursuant to received by the terms of the Certificate Purchase Agreements and the Underwriting AgreementAdministrative Agent.
(d) The Seller and RTI Each Bank shall have received a New Note of FI duly executed by FI payable to its order and delivered concurrently herewith otherwise complying with the Indemnification provisions of Section 3.4 of the Amended Credit Agreement.
(e) The Seller consent of Bank Indonesia shall have been obtained and RTI shall furnish be in full force and effect.
(f) All other consents, approvals and agreements necessary or advisable in the Purchaser judgment of the Agents or their counsel for consummation of the Restructuring and the Amendment Closing shall have been obtained and shall be in full force and effect and there shall not be any action, suit, litigation or other proceeding at law or in equity or by or before any court of any Governmental Authority pending which, in the judgment of the Agents or their counsel, is likely to restrain, prevent or impose materially adverse conditions upon the Restructuring or the Amendment Closing or the full and timely performance by the Transaction Parties of their obligations under the Loan Documents and in connection with the Restructuring.
(g) No judgment, order or decree shall be outstanding, and no action shall have been taken by any Governmental Authority, that, in the judgement of the Agents or their counsel, has or is likely to have the effect of restraining, preventing or imposing materially adverse conditions upon the Amendment Closing or the Restructuring, or the full and timely performance by the Transaction Parties of their obligations under the Loan Documents and in connection with the Restructuring.
(h) The Eighth Amendment to the FI Trust Agreement substantially in the form of Exhibit F-1 to the FCX Credit Agreement shall have been executed by the parties thereto and shall be in full force and effect, and a copy of such other Amendment shall have been delivered to the Agent.
(i) An amended and restated instrument of power of attorney (Surat Kuasa), substantially in the form of Exhibit F-2 to the FCX Credit Agreement, shall have been executed and delivered by FI, and the Administrative Agent and the Documentary Agent shall have received evidence that all taxes and notary fees in connection therewith have been paid.
(j) An amended and restated Fiduciary Assignment substantially in the form of Exhibit F-3 to the FCX Credit Agreement and an amended and restated Fiduciary Transfer substantially in the form of Exhibit F-4, together with an amended and restated Fiduciary Power substantially in the form of Exhibit F-5, each shall have been executed and delivered by the respective parties thereto and the Administrative Agent and the Documentary Agent shall have received evidence that all taxes and notary fees in connection therewith have been paid.
(k) The FCX Pledge Agreements substantially in the forms of Exhibit E-1 and E-2 to the FCX Credit Agreement shall have been duly executed by the parties thereto and delivered to the FCX Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of FI owned by FCX shall have been duly and validly pledged thereunder to the FCX Collateral Agent for the ratable benefit of the Banks, the holders of the B.V. Notes, the lenders under the FCX Credit Agreement and the beneficiaries of FCX Guaranty and certificates representing such stock, accompanied by instruments of transfer endorsed in blank, shall be in the actual possession of the FCX Collateral Agent.
(l) The Restructuring shall have been completed on a generally tax-free basis (subject to exceptions approved by Administrative Agent and the Documentary Agent), including arrangements in connection with the Restructuring with respect to existing indebtedness of FTX, FRP, FCX and FI, all on substantially on the terms of Schedule VII to the FCX Credit Agreement or on terms otherwise satisfactory to the Banks (including all tax, accounting, corporate and partnership matters), and the Administrative Agent and the Documentary Agent shall have received satisfactory opinions of counsel with respect to the Restructuring, its officers or others tax status and such other documents related matters as they shall reasonably request.
(m) Closing of a new $400,000,000 Chemical/Chase Bank credit facility for FRP and opinions to evidence fulfillment FTX and the satisfaction of the conditions set forth to the initial credit event thereunder shall have occurred substantially simultaneously with the Amendment Closing.
(n) Closing of the FCX Credit Agreement and the FCX Funding Date shall have occurred substantially simultaneously with the Amendment Closing.
(o) The Administrative Agent shall have received an environmental due diligence summary memorandum in form, scope and substance reasonably satisfactory to the Banks, from Cravath, Swaine & Mxxxx as to certain environmental hazards, liabilities or Remedial Action to which FI or its Subsidiaries may be subject and the Banks shall be reasonably satisfied with the nature and cost of any such hazards, liabilities or Remedial Action and with FI's plans with respect thereto.
(p) Copies of this Amendment which, when taken together, bear the signatures of the parties hereto shall have been received by the Administrative Agent and the Documentary Agent.
(q) All legal matters incident to the Restructuring, this Amendment, the New Notes, the other Loan Documents and the borrowings under the Amended Credit Agreement as shall be satisfactory to Cravath, Swaine & Mxxxx, special counsel for the Purchaser and its counsel may reasonably requestAgents.
Appears in 1 contract
Sources: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's [certificate of incorporation] [articles of incorporation association] and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant [Assistant] Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) [a certificate as of a recent date of the [________] to the effect that the Seller is duly organized, existing and in good standing in the State of [________]] [a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date];
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation [________] duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland[________];
(B) each Loan the Seller Party has the [corporate] power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary [corporate or other] action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's [charter] [certificate of incorporation] or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any the State of [________] or federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. (a) The obligations Company's obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and Warrants to each Purchaser is subject to:
(i) receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth opposite such Purchaser's name on Appendix A (the "Purchase Price"), in accordance with the wire transfer instructions delivered by the Company pursuant to purchase Section 2.1(b); and
(ii) the Mortgage Loans shall accuracy in all material respects of the representations and warranties made by such Purchaser in Section 4 below as of the Closing Date and the fulfillment in all material respects of those undertakings of such Purchaser in this Agreement to be subject to the satisfaction, fulfilled on or prior to the Closing Date, .
(b) Each Purchaser's obligation to complete the purchase and sale of the following conditionsSecurities is subject to:
(ai) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and accuracy in all material respects of the representations and warranties of made by the Seller under this Agreement shall be true and correct Company in all material respects as of the Closing Date, and no event shall have occurred Section 3 below as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer fulfillment in all material respects of those undertakings of the Seller substantially Company in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary this Agreement to be fulfilled on or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(ii) confirmation that the notification to list the Shares and the shares of Common Stock underlying the Warrants (the "Warrant Shares") on the Nasdaq National Market has been filed;
(iii) delivery by the Company to such Purchaser (as defined herein) of an opinion of counsel opinion, dated as of the Seller and RTIClosing Date, from Xxxxxx Godward LLP, counsel to the Company, in a form reasonably acceptable to the Purchasers;
(iv) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from Fulbright & Xxxxxxxx, intellectual property counsel to the Company, in a form reasonably acceptable to the Purchasers;
(v) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from Xxxxx Xxxxxx LLP, regulatory counsel to the Company, in a form reasonably acceptable to the Purchasers;
(vi) delivery by the Company to such Purchaser of an opinion, dated as of the Closing Date, from Xxxxx-Xxxxxx v. Danwitz Privat, counsel to Myogen GmbH, a wholly owned subsidiary of the Company (the "Subsidiary"), in a form reasonably acceptable to Purchasers;
(vii) delivery by PricewaterhouseCoopers LLP to the Placement Agents of a letter, in form and substance satisfactory to the Purchaser and its counselPlacement Agents, substantially to confirming that PricewaterhouseCoopers LLP are an independent registered public accounting firm within the effect that, with respect to each meaning of the Seller Securities Act (as defined herein) and RTI the Exchange Act (each a “Loan Seller Party”):
(Aas defined herein) and the Seller is a corporation applicable rules and in good standing under the laws regulations thereunder, containing statements and information of the State type ordinarily included in an accountant's "comfort letters" to placement agents, delivered according to Statement of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
Auditing Standards No. 72 (B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or containssuccessor bulletins), with respect to the Seller audited and unaudited financial statements and certain financial information contained in the Memorandum and the SEC Documents (each as defined below);
(viii) the Company's delivery to its transfer agent of irrevocable instructions to issue to such Purchaser or in such nominee name(s) as designated by such Purchaser in writing such number of Shares set forth opposite such Purchaser's name on Appendix A or, if requested by the Mortgage LoansPurchaser, any untrue statement one or more certificates representing such Shares;
(ix) except with respect to JPMorgan Partners (SBIC), LLC and JPMorgan Securities Inc., the "lock-up" agreements, each substantially in the form of a material fact Appendix B hereto, between the Placement Agents and officers, directors and shareholders owning 5% or omits to state a material fact necessary in order to make more of Common Stock of the statements therein Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Seller Placement Agents on or before the Mortgage Loansdate hereof, being in full force and effect on the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.date hereof; and
(cx) The Certificates the aggregate Purchase Price to be paid by the Purchasers for the Securities at the Closing shall have been concurrently issued and sold pursuant be greater than or equal to the terms of the Certificate Purchase Agreements and the Underwriting Agreement$59,999,985.00.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2015-Jp1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective articles 's certificate of incorporation and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the such Seller and RTI issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s the Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with the State of New York, in the case of Natixis RE or the State of Delaware, in the case of Natixis CMF or any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum or the Preliminary Class ESK Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Prospectus, the Final Private Placement Memorandum, the Final Class ESK Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s by-laws and RTI’s respective articles of incorporation and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant attesting Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or or, to the actual knowledge of counsel, conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted execute and deliver and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus, Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s 's charter, by-laws and RTI’s respective articles of incorporation all amendments, revisions, restatements and certificates of incorporationsupplements thereof, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy certificate as of a certificate of good standing of the Seller and RTI issued by the Secretary of State recent date of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior New York Banking Department to the Closing Dateeffect that the Seller is duly organized, existing and in good standing in the Sate of New York;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the The Seller is a New York banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware New York and RTI is a corporation duly qualified to transact business, including, without limitation, the business of buying or selling mortgage loans, in, and is in good standing under under, the laws of the State of Maryland;New York.
(B) each Loan The Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;.
(C) all All necessary corporate action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;.
(D) each Loan Seller Party’s The execution and delivery of, and such party’s the performance of its the obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;Seller.
(E) there There is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual 's knowledge, threatened, against a Loan the Seller Party which (ia) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no No consent, approval, authorization, order, license, registration or qualification of or with any State of New York or federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and.
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition, business or operations of the Seller required to be performed by it at or prior to Company and its subsidiaries, as a whole, from that set forth in the Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date pursuant and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of foregoing effect. Such certificate will also provide that the representations and warranties of the Seller under this Agreement shall be Company contained herein are true and correct in all material respects as of the Closing Date, and no event shall have occurred . The officer making such certificate may rely upon the best of his knowledge as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.proceedings threatened.
(b) The Purchaser Manager shall have received on the following additional closing documentsClosing Date an opinion of Xxxxxx X. Block, Esquire, Senior Deputy General Counsel of the Company, dated the Closing Date, to the effect that:
(i) copies the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Seller’s Commonwealth of Pennsylvania and RTI’s respective articles is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of incorporation and certificates its business or its ownership or leasing of incorporation, certified as of property requires such qualification (except where the failure to so qualify would not have a recent date by material adverse effect upon the Secretary business or Assistant Secretary of such party or, alternatively in the case financial condition of the certificates of formation, certified by the Secretary of State of the State of Delaware or MarylandCompany and its subsidiaries, as applicable;a whole),
(ii) a copy each of a certificate of good standing Comcast Cable Communications, Inc. and QVC, Inc. (such corporations are together the "specified subsidiaries" of the Seller Company and RTI issued by the Secretary of State each is a "specified subsidiary" of the State of Delaware or MarylandCompany) has been duly incorporated, is validly existing as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State jurisdiction of Delaware its incorporation and RTI is a corporation duly qualified to transact business and is in good standing under in each jurisdiction in which the laws conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the State of Maryland;Company and its subsidiaries, as a whole),
(Biii) each Loan Seller Party of the Senior Indenture dated as of June 15, 1999 (the "Senior Indenture") between the Company and Bank of Montreal Trust Company, as trustee, and the Subordinated Indenture dated as of June 15, 1999 (the "Subordinated Indenture") between the Company and Bankers Trust Company, as trustee has been duly authorized, executed and delivered by the power Company,
(iv) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company,
(v) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company,
(vi) the Offered Securities have been duly authorized by the Company,
(vii) this Agreement has been duly authorized, executed and delivered by the Company,
(viii) except as rights to conduct its business as now conducted indemnity and to incur and perform its obligations contribution under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying under applicable law, the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery by the Company of, and such party’s the performance by the Company of its obligations under, each of this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement and the Indemnification Agreement do not and Unit Agreement, if any, will not conflict contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such party’s organizational documents or conflict with or result in counsel is not called upon to express any opinion), Pennsylvania, or, to the breach best knowledge of such counsel, of any other state or jurisdiction of the terms United States or provisions ofof any foreign jurisdiction (in which foreign jurisdiction the Company or any specified subsidiary does business which is material to the Company and its subsidiaries, as a whole), or constitute a default underthe articles of incorporation or by-laws of the Company or, to the best knowledge of such counsel, any indenture, mortgage, deed of trust, loan agreement or other material agreement instrument binding upon the Company, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") (which have been obtained) and such permits or instrument similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which the Loan Seller Party such counsel is a party not called upon to express any opinion), no consent, approval or by which the Loan Seller Party is bound, or to which any authorization of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on or agency of the Loan Seller Party;United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement and the Unit Agreement, if any,
(Eix) there is no litigationsubject to such qualification as may be set forth in the Prospectus, arbitration or mediation pending before any courtthe Company and its subsidiaries have, arbitratorand are in material compliance with, mediator or administrative bodysuch franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Prospectus, except where the failure to have, or to comply with, such counsel’s actual knowledgefranchises, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to licenses and authorizations would not have a material adverse effect on the ability business or financial condition of the Loan Seller Party Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole,
(x) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to perform therein, fairly present the information called for with respect to such legal matters, documents and proceedings,
(xi) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its obligations under this Agreement subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration Prospectus and is not so described or qualification of any contract or with any federal court or governmental agency or body other document which is required for to be described in the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, Registration Statement or the Prospectus or Final Private Placement Memorandum to be filed as an exhibit to the Registration Statement which is not described or filed as required,
(xii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Securities (the "Underlying Securities") have been duly authorized and reserved for issuance, and
(xiii) when the Underlying Securities are issued upon conversion of the Offered Securities in accordance with the terms of the Offered Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any belief), on the date thereof on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date of the Underwriting Agreement or at the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they are made, not misleading; or (3) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All terms used With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in this clause the preparation of the Registration Statement, Prospectus (ivas amended or supplemented) and not otherwise defined herein shall have the meaning set forth in documents incorporated therein by reference and review and discussion of the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and sold pursuant the United States, such counsel may rely to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with extent reasonable on such other certificates of its officers or others and such other documents and opinions counsel as may be reasonably acceptable to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.to the
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum or the Preliminary Class UHP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class UHP Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association, duly organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The several obligations of the Purchaser to purchase the Mortgage Loans shall be Underwriters hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each No stop order suspending the effectiveness of the obligations Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall have been no material adverse change in the condition, business or operations of the Seller required to be performed by it at or prior to Company and its subsidiaries, as a whole, from that set forth in the Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date pursuant and signed by an executive officer of the Company, to the terms of this Agreement shall have been duly performed and complied with and all of foregoing effect. Such certificate will also provide that the representations and warranties of the Seller under this Agreement shall be Company contained herein are true and correct in all material respects as of the Closing Date, and no event shall have occurred . The officer making such certificate may rely upon the best of his knowledge as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.proceedings threatened.
(b) The Purchaser Manager shall have received on the following additional closing documentsClosing Date an opinion of Arthur R. Block, Esquire, Senior Deputy General Counsel of the Xxxxxxx, dated the Closing Date, to the effect that:
(i) copies the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Seller’s Commonwealth of Pennsylvania and RTI’s respective articles is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of incorporation and certificates its business or its ownership or leasing of incorporation, certified as of property requires such qualification (except where the failure to so qualify would not have a recent date by material adverse effect upon the Secretary business or Assistant Secretary of such party or, alternatively in the case financial condition of the certificates of formation, certified by the Secretary of State of the State of Delaware or MarylandCompany and its subsidiaries, as applicable;a whole),
(ii) a copy each of a certificate of good standing Comcast Cable Communications, Inc. and QVC, Inc. (such corporations are together the "specified subsidiaries" of the Seller Company and RTI issued by the Secretary of State each is a "specified subsidiary" of the State of Delaware or MarylandCompany) has been duly incorporated, is validly existing as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State jurisdiction of Delaware its incorporation and RTI is a corporation duly qualified to transact business and is in good standing under in each jurisdiction in which the laws conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the State of Maryland;Company and its subsidiaries, as a whole),
(Biii) each Loan Seller Party of the Senior Indenture dated as of June __, 1999 (the "Senior Indenture") between the Company and Bank of Montreal Trust Company, as trustee, and the Subordinated Indenture dated as of June __, 1999 (the "Subordinated Indenture") between the Company and Bankers Trust Company, as trustee has been duly authorized, executed and delivered by the power Company,
(iv) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company,
(v) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company,
(vi) the Offered Securities have been duly authorized by the Company,
(vii) this Agreement has been duly authorized, executed and delivered by the Company,
(viii) except as rights to conduct its business as now conducted indemnity and to incur and perform its obligations contribution under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying under applicable law, the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery by the Company of, and such party’s the performance by the Company of its obligations under, each of this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement and the Indemnification Agreement do not and Unit Agreement, if any, will not conflict contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such party’s organizational documents or conflict with or result in counsel is not called upon to express any opinion), Pennsylvania, or, to the breach best knowledge of such counsel, of any other state or jurisdiction of the terms United States or provisions ofof any foreign jurisdiction (in which foreign jurisdiction the Company or any specified subsidiary does business which is material to the Company and its subsidiaries, as a whole), or constitute a default underthe articles of incorporation or by-laws of the Company or, to the best knowledge of such counsel, any indenture, mortgage, deed of trust, loan agreement or other material agreement instrument binding upon the Company, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") (which have been obtained) and such permits or instrument similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which the Loan Seller Party such counsel is a party not called upon to express any opinion), no consent, approval or by which the Loan Seller Party is bound, or to which any authorization of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on or agency of the Loan Seller Party;United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement and the Unit Agreement, if any,
(Eix) there is no litigationsubject to such qualification as may be set forth in the Prospectus, arbitration or mediation pending before any courtthe Company and its subsidiaries have, arbitratorand are in material compliance with, mediator or administrative bodysuch franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Prospectus, except where the failure to have, or to comply with, such counsel’s actual knowledgefranchises, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to licenses and authorizations would not have a material adverse effect on the ability business or financial condition of the Loan Seller Party Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole,
(x) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to perform therein, fairly present the information called for with respect to such legal matters, documents and proceedings,
(xi) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its obligations under this Agreement subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration Prospectus and is not so described or qualification of any contract or with any federal court or governmental agency or body other document which is required for to be described in the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, Registration Statement or the Prospectus or Final Private Placement Memorandum to be filed as an exhibit to the Registration Statement which is not described or filed as required,
(xii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Securities (the "Underlying Securities") have been duly authorized and reserved for issuance, and
(xiii) when the Underlying Securities are issued upon conversion of the Offered Securities in accordance with the terms of the Offered Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any belief), on the date thereof on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date of the Underwriting Agreement or at the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they are made, not misleading; or (3) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All terms used With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in this clause the preparation of the Registration Statement, Prospectus (ivas amended or supplemented) and not otherwise defined herein shall have the meaning set forth in documents incorporated therein by reference and review and discussion of the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and sold pursuant the United States, such counsel may rely to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with extent reasonable on such other certificates of its officers or others and such other documents and opinions counsel as may be reasonably acceptable to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.to the
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.F.
(b) The Purchaser shall have received the following additional closing documents:
(i) Power of Attorney of the Seller, in the form of Exhibit D hereto, for the Special Servicer;
(ii) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(iiiii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iiiiv) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(ivv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTISMC’s respective articles of incorporation limited liability company agreements and certificates of incorporationformation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, or alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI SMC issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISMC, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI SMC (“each a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI SMC shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI SMC shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective 's articles of incorporation association and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively Seller;
(ii) an original or copy of a certificate of good standing of such Seller issued by (A) in the case of Natixis RE, the certificates Secretary of formationthe State of New York and (B) in the case of Natixis CMF, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the each Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the each Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the each Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documentsdocuments with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of the such Seller’s and RTI’s respective 's articles of incorporation association and certificates by-laws and (B) in the case of incorporationNatixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively Seller;
(ii) an original or copy of a certificate of good standing of such Seller issued by (A) in the case of Natixis RE, the certificates Secretary of formationthe State of New York and (B) in the case of Natixis CMF, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIsuch Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) (A) in the case of Natixis RE, such Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware New York and RTI (B) in the case of Natixis CMF, such Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan such Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and and, in the case of Natixis RE, the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan such Seller Party to authorize the execution, delivery and performance of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement by each Loan such Seller Party and this Agreement is a legal, valid and binding agreement of each Loan such Seller Party enforceable against each Loan Seller Partysuch Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s such Seller's execution and delivery of, and such party’s Seller's performance of its obligations under, each of this Agreement and and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such party’s Seller's organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan such Seller Party is a party or by which the Loan such Seller Party is bound, or to which any of its the property or assets of such Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partysuch Seller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan such Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to such partythe Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan such Seller Party to perform its obligations under this Agreement or or, in the case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan such Seller Party of the transactions contemplated by this Agreement and and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the such Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the related Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the related Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Placement Agreement.
(d) The Seller and RTI Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Each Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum, the Preliminary Class BNB Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class BNB Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation amended and certificates of incorporationrestated limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such party the Seller or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableDelaware;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Conditions to Closing. The several obligations of the Purchaser --------------------- Underwriters under this Agreement to purchase the Mortgage Loans shall Trust Preferred Securities will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each Subsequent to the date of the obligations of the Seller required to be performed by it at or this Agreement and prior to the Closing Date pursuant Date,
(i) there shall not have occurred any downgrading of the Company's or the Trust's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, the effect of which is materially adverse to the terms financial condition, earnings or operations of this Agreement the Company of the Trust.
(b) At the Closing Time, the Underwriters shall have been duly performed received certificates, dated as of the Closing Time and complied with signed by the Chairman of the Board, any Chief Executive Officer, any President or any Executive or Senior Vice President of the Company and all an Administrative Trustee of the Trust, to the effect set forth in clause (a) above and to the effect that the representations and warranties of the Seller under Company and the Trust, as the case may be, contained in this Agreement shall be are true and correct in all material respects as of the Closing DateTime and that each of the Company and the Trust has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Time. The officer and Administrative Trustee signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened.
(c) At the Closing Time, and no event the Underwriters shall have occurred received the opinion, dated as of the Closing Date whichTime, with notice or passage of timeXxXxxxx, would constitute a default Woods, Battle & Xxxxxx LLP, counsel for the Offerors, in form and substance satisfactory to counsel for the Underwriters.
(d) At the Closing Time, the Underwriters shall have received the opinion, dated as of the Closing Time, of Xxxxxxxx, Xxxxxx and Finger, special Delaware counsel to the Offerors, in form and substance satisfactory to counsel for the Underwriters.
(e) At the Closing Time, the Underwriters shall have received the favorable opinion, dated as of the Closing Time, of Xxxxxxxx, Xxxxxx & Finger, counsel to Chase Manhattan Bank Delaware, as Delaware Trustee under this the Trust Agreement, in form and substance satisfactory to counsel for the Underwriters.
(f) At the Closing Time, the Underwriters shall have received an opinion, dated as of the Closing Time, of McGuire, Woods, Battle & Xxxxxx LLP, special tax counsel to the Offerors, that (i) the Junior Subordinated Notes will be classified for United States federal income tax purposes as indebtedness of the Company, (ii) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and (iii) subject to the qualifications set forth therein, the discussion set forth in the Prospectus under the heading "Certain Federal Income Tax Consequences" represents, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Trust Preferred Securities under current law and the Purchaser opinion contained therein is confirmed as of the date of such opinion. Such opinion may be conditioned on, among other things, the initial and continuing accuracy of the facts, financial and other information, covenants and representations set forth in certificates of officers of the Company and other documents deemed necessary for such opinion.
(g) At the Closing Time, the Underwriters shall have received the opinion, dated as of the Closing Time, of [Underwriters' Counsel], counsel for the Underwriters with respect to such matters relating to the offering contemplated hereby as the Underwriters may reasonably request.
(h) At the time of execution of this Agreement and at the Closing Time, the Underwriters shall have received a certificate to letter or letters, as the foregoing effect signed by an authorized officer case may be, dated as of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies date hereof and/or as of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTITime, in form and substance satisfactory to the Purchaser Underwriters, from the Company's independent public accountants, containing statements and its counsel, substantially information of the type ordinarily included in accountants' SAS 72 "comfort letters" to the effect that, underwriters with respect to each of the Seller financial statements and RTI (each a “Loan Seller Party”):certain financial information contained in or incorporated by reference into the Prospectus.
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectlyAt the Closing Time, the validity or enforceability of this Agreement or Underwriters shall have received the Indemnification Agreement or (ii) wouldfavorable opinion, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or dated as of the Closing DateTime, contained or containsof Xxxxxxx, with respect to Swaine & Xxxxx, counsel for the Seller or [ ], the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make Guarantee Trustee and the statements therein relating to the Seller or the Mortgage LoansProperty Trustee, in form and substance reasonably satisfactory to counsel for the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification AgreementUnderwriters.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable applicable, dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C27)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles 's certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case Seller;
(ii) a certificate as of the certificates a recent date of formation, certified by the Secretary of State of the State of Delaware or Marylandto the effect that the Seller is duly organized, as applicable;
(ii) a copy of a certificate of existing and in good standing of the Seller and RTI issued by the Secretary of State of in the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing DateDelaware;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the corporate power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's certificate of incorporation or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any the State of Delaware or federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates and the RR Interest shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement, the Certificate Purchase Agreements and the Underwriting RR Interest Purchase Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s certificate of formation and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates certificate of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary New York State Department of State Financial Services and a copy of a certificate of good standing issued by the State Registrar of Delaware or MarylandCompanies for England and Wales, as applicable each dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation public limited company duly organized, validly existing and in good standing under the laws of the State of Delaware England and RTI is a corporation and in good standing under the laws of the State of MarylandWales;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.not
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (ivv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, Preliminary Private Placement Memorandum or the Preliminary Class BWP Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum or the Final Class BWP Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable Maryland dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates and the RR Interest shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement, the Certificate Purchase Agreements and the Underwriting RR Interest Purchase Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or the Preliminary Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus or the Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.,
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2018-C2)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandAmerica;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Prospectus, the Preliminary Private Placement Memorandum, the Preliminary Class UH5 Private Placement Memorandum or the Preliminary Class WYA Private Placement Memorandum as of the date thereof or as of the Time of Sale, or the Prospectus Prospectus, the Final Private Placement Memorandum, the Final Class UH5 Private Placement Memorandum or the Final Class WYA Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the such Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the such Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A) the Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller and BSPRO required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTIBSPRO’s respective articles of incorporation and certificates of incorporationformation or limited partnership, as applicable, and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI BSPRO issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTIBSPRO, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI BSPRO (each each, a “Loan Seller Party”):
(A) the each Loan Seller Party is a corporation limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandDelaware;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s execution and delivery of, and such partyeach Loan Seller Party’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partyeach Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the each Loan Seller Party is a party or by which the each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the each Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements Agreement and the Underwriting Agreement.
(d) The Seller and RTI BSPRO shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI BSPRO shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on On or prior to the Closing Datedate of --------------------- execution hereof and prior to the effectiveness of this Agreement, the Transferor and the Guarantor shall have delivered to the Agent and the Banks originally executed copies of this Agreement, together with originals to the Agent and copies to the Banks of the following conditionsdocuments and instruments, all in form and substance acceptable to the Agent:
(a) Each a Certificate of the obligations Secretary of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing DateMattel, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) Inc. attaching copies of the Seller’s Restated Certificate of Incorporation, by-laws and RTI’s respective articles incumbency signatures of incorporation and certificates Mattel, Inc., together with copies of incorporation, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case resolutions of the certificates Board of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicable;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTI, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):
(A) the Seller is a corporation and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of Maryland;
(B) each Loan Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by each Loan Seller Party to authorize Directors authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement related documents to which it is a legal, valid and binding agreement of each Loan Seller Party enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violationsparty;
(Db) good standing certificates of Mattel, Inc. from each Loan Seller Party’s execution of the Secretaries of State of Delaware and delivery of, and such party’s performance of its obligations underCalifornia, each to be dated a recent date prior to the Closing Date;
(c) a Certificate of the Secretary of the Transferor attaching copies of the Certificate of Incorporation, by-laws and incumbency signatures of the Transferor, together with copies of resolutions of the Board of Directors authorizing the execution, delivery and performance of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational related documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party it is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Partyparty;
(Ed) there is no litigationgood standing certificate of the Transferor from the Secretary of State of Delaware dated a recent date prior to the Closing Date;
(e) proper financing statements (Form UCC-1) naming each Transferor as the debtor/transferor and the Agent, arbitration as agent on behalf of the Banks, as purchaser or mediation pending before other similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any courtcomparable Governmental Rule to perfect the ownership interest of the Agent, arbitratoron behalf of the Banks, mediator in all Receivables related to the Transferor;
(f) proper financing statements (Form UCC-1) naming each Seller as the debtor/transferor and the Transferor, as purchaser and the Agent, as agent on behalf of the Banks, as assignee or administrative bodyother similar instruments or documents as may be necessary or in the opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable Governmental Rule to perfect the ownership interest of the Transferor, in all Receivables related to each Seller;
(g) certified copies of request for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Banks) dated a date reasonably near the date of the initial Transfer listing all effective financing statements which name the Transferor and each Seller (under their present names and any previous names) as Debtor and which are filed in jurisdictions in which the filings were made pursuant to items (e) and (f) above together with copies of such financing statements (none of which shall cover any Receivables or Contracts);
(h) a favorable opinion of Xxxxxx X. Xxxxx, counsel for the Sellers and the Transferor, in substantially the form of Exhibit I hereto and as to such counsel’s actual knowledge, threatened, against a Loan Seller Party which other matters as the Agent may reasonably request;
(i) questionsa favorable opinion of Xxxxxx X. Xxxxx, directly or indirectlycounsel for the Guarantor, in substantially the validity or enforceability form of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely Exhibit J hereto and as to such partyother matters as the Agent may reasonably request;
(j) a favorable opinion of Xxxxxx & Xxxxxxx, either individually or in special counsel for the aggregateTransferor, as to such matters as the Agent may reasonably be expected to have a material adverse effect on the ability request;
(k) an executed copy of the Loan Seller Party to perform its obligations under this Agreement or Written Agreement;
(l) an executed copy of the Indemnification Purchase Agreement; and
(Fm) no consent, approval, authorization, order, license, registration original copies of each document or qualification of or with any federal court or governmental agency or body is instrument required for to be delivered by each Seller as a condition precedent to the consummation by any Loan Seller Party effectiveness of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Purchase Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Transfer and Administration Agreement (Mattel Inc /De/)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective 's articles of incorporation association and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a an original or copy of a certificate of good standing corporate existence of the Seller and RTI issued by the Secretary of State Comptroller of the State of Delaware or Maryland, as applicable Currency dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”)::
(A) the Seller is a corporation national banking association, duly organized, validly existing, and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandUnited States;
(B) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ ' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D) each Loan Seller Party’s the Seller's execution and delivery of, and such party’s the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such party’s organizational documents the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller PartySeller;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s 's actual knowledge, threatened, against a Loan the Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such partythe Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller substantially to the effect that nothing has come to such counsel’s 's attention that would lead such counsel to believe that the Free Writing Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum Supplement as of the date thereof or as of the Closing Date, contained or Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp6)
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing DateDate (or as of such other date specifically provided in the particular representation or warranty), and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D.E.
(b) The Purchaser shall have received the following additional closing documents:
(i) copies of the Seller’s and RTI’s respective articles certificate of incorporation and certificates of incorporationby-laws, certified as of a recent date by the Secretary or Assistant Secretary of such party or, alternatively in the case of the certificates of formation, certified by the Secretary of State of the State of Delaware or Maryland, as applicableSeller;
(ii) a copy of a certificate of good standing of the Seller and RTI issued by the Secretary of State of the State of Delaware or Maryland, as applicable New York dated not earlier than sixty (60) days prior to the Closing Date;
(iii) an opinion of counsel of the Seller and RTISeller, in form and substance satisfactory to the Purchaser and its counsel, either:
(A) substantially to the effect that, with respect to each of the Seller and RTI (each a “Loan Seller Party”):Seller:
(A1) the Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and RTI is a corporation and in good standing under the laws of the State of MarylandNew York;
(B2) each Loan the Seller Party has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement;
(C3) all necessary action has been taken by each Loan the Seller Party to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by each Loan the Seller Party and this Agreement is a legal, valid and binding agreement of each Loan the Seller Party enforceable against each Loan Seller Partythe Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations;
(D4) each Loan Seller Partythe Seller’s execution and delivery of, and such partythe Seller’s performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with such partythe Seller’s organizational documents or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Loan Seller Party is a party or by which the Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Loan Seller Party;
(E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification AgreementSeller; and
(F5) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan the Seller Party of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; or
(B) as otherwise reasonably acceptable to the Purchaser and its counsel, subject to customary exceptions and carve-outs; and
(iv) a letter from counsel of the Seller substantially to the effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Free Writing Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingmisleading and (B) that, with respect to information regarding the Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement.
(c) The Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreements and the Underwriting Agreement.
(d) The Seller and RTI shall have executed and delivered concurrently herewith the Indemnification Agreement.
(e) The Seller and RTI shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)