Definition of 'Asset-Backed Security' Mortgage lenders commonly sell their loans -- meaning, they sell the right to collect the payments borrowers make on their mortgages. Investors who buy those mortgages expect that the lender took the necessary steps to ensure that the borrower could afford the loan and would be likely to pay it back. If it turns out such steps weren't taken, the investor can ask that the lender buy back the mortgage.
Bay Apartment Communities, Inc. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriter that: Such registration statement may have been amended prior to the date of this Agreement; any such amendment underwriting agreement representations and warranties mortgages so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effective.
No stop order suspending the effectiveness of the registration statement has been issued, and, to the Company's knowledge, no proceeding for that purpose has been instituted or threatened by the Commission. A prospectus supplement and a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule A of the Rules and Regulations has been or will be so prepared and filed with the Commission pursuant to Rule b of the Rules and Regulations on or before the second business day after the date hereof or such earlier time as may be required by the Rules and Regulations ; and the Rules and Regulations do not require the Company to, and, without the Underwriter's consent, the Company will not, file a post-effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus.
The term "Registration Statement" means such registration statement as amended at the time it becomes or became effective the "Effective Date"including financial statements and all exhibits and any information deemed by virtue of Rule A of the Rules and Regulations to be included in such Registration Statement at the Effective Date and any prospectus supplement filed thereafter with the Commission and shall include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act ofas amended the "Exchange Act".
The term "Prospectus" means, collectively, the Base Prospectus together with any prospectus supplement, in the respective forms they are filed with the Commission pursuant to Rule b of the Rules and Regulations.
Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date, or the date of the Prospectus, as the case may be, that is incorporated therein by reference.
The Company acknowledges that the only information furnished to the Company by the Underwriter specifically for inclusion in the Registration Statement is the information set forth in Exhibit I hereto.
The Company has not distributed any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Prospectus or any other materials, if any, permitted by the Act.
The pro forma financial statements of the Company included in the Underwriting agreement representations and warranties mortgages Statement and the Prospectus comply in all material respects with the applicable requirements of Rule of Regulation S-X of the Commission and the pro form adjustments have been properly applied to the historical amounts in the compilation of such statements.
No other financial statements or schedules of the Company or any predecessor of the Company are required by the Act or the Rules and Regulations to be included in the Registration Statement or the Prospectus.
Each of the Company's subsidiaries existing as of the date hereof is a corporation or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization.
Each of the Company's subsidiaries existing as of the date hereof has the power and authority to conduct its business as described in the Registration Statement and Prospectus and is, or will be upon the Closing Date, duly qualified to do business in each jurisdiction in which it owns or leases, or will own or lease, real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve and will not involve a material risk to the business, properties, financial position or results of operations of the Company or any subsidiary taken as a whole.
Except for the interests in the subsidiaries and as disclosed in the Registration Statement, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, trust, association or other entity.
Complete and correct copies of the articles or certificate of incorporation, partnership agreements, and of the by-laws of each of the Company's subsidiaries and all amendments thereto have been delivered to the Underwriter, and no changes therein will be made subsequent to the date hereof and prior to the Closing Date, except as heretofore disclosed in writing to the Underwriter.
Except as otherwise described in the Registration Statement or the Prospectus, or as described in Exhibit II, all of the issued and outstanding capital stock of each corporate subsidiary of the Company has been duly authorized and will be, as of the Closing Date, validly issued, fully paid and non-assessable, and owned by the Company, in each case free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, claim, restriction or equity interest each of the foregoing, a "Lien".
The shareholders of the Company have no preemptive or similar rights with respect to the Shares. Except as set forth in the Registration Statement or the Prospectus, the Company does not have outstanding any option to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or sell, any securities, any shares of capital stock of any subsidiary or any such warrants, convertible securities or obligations, except for stock options and shares of restricted stock granted, and shares of unrestricted stock to be issued to certain employees in connection with the deferment of income, pursuant to the Company's Stock Incentive Plan, as amended and restated, stock issuable under the Non-Qualified Employee Stock Purchase Plan and stock issuable under the Company's Dividend Reinvestment and Stock Purchase Plan.
This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company and is enforceable against the Company in accordance with the terms hereof, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.
No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or in connection with the issuance or sale of the Shares by the Company, except such as may be required under the Act, the Exchange Act or state securities laws, or the by-laws and rules of the National Association of Securities Dealers, Inc.
The Company has the power and authority to authorize, issue, offer and sell the Shares, as contemplated by this Agreement.
All liens, charges, encumbrances, claims or restrictions on or affecting the Communities which are required to be disclosed in the Prospectus are disclosed therein. The Company maintains earthquake insurance on the Communities as set forth in the Prospectus.
The Company or its subsidiaries has not received from any insurance company notice of any material defects or deficiencies affecting the insurability of any of the Communities other than with respect to seismic activities.
Neither the Company nor its subsidiaries intends to use the Communities or any subsequently acquired properties described in the Prospectus for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, releasing, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials, except for the use, storage and transportation of small quantities of substances that are regularly used as office supplies, household cleaning supplies, gardening supplies, or pool maintenance supplies in compliance with applicable Environmental Laws and in accordance with prudent business practices and good hazardous materials storage and handling practices.
As used herein, "Hazardous Material" shall include, without limitation, any flammable materials or explosives, petroleum or petroleum-based products, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos or any material as defined by any Federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, Environmental Laws, the Comprehensive Environmental Response, Compensation, and Liability Act ofas amended 42 U.
Sectionet seq. On the basis of such review and on the basis of the reviews conducted by the Company in connection with the Communities, the Company has reasonably concluded that such associated costs and liabilities would not individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole.
Purchase, Sale and Delivery of Shares. The Company is advised by the Underwriter that the Underwriter proposes to deposit the Shares with the trustee of the Trust, a registered unit investment trust under the Investment Company Act ofas amended, for which the Underwriter acts as sponsor and depositor, in exchange for units of the Trust the "Offering" as soon after the execution and delivery hereof as in the judgment of the Underwriter is advisable.
Such payment will be made against delivery to the Underwriter of the Shares registered in such names and in such denominations as the Underwriter shall request no less than two full Business Days prior to the date of delivery, with transfer taxes, if any, payable in connection with transfer to the Underwriter duly paid by the Company.
As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City. The Price Determination Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in Exhibit III hereto.On June 30, Fitch updated its U.S.
RMBS criteria for originator reviews, due diligence, and representations and warranties. Fitch Release. On June 30, Fitch updated its criteria for rating U.S. timeshare loan ABS.
availability for new and refinanced mortgages to foster liquid, efficient, competitive, enhance the Representations and Warranties Framework; 3) update mortgage insurer master Scorecard Progress Report.
The use of representations and warranties insurance is becoming increasingly commonplace in M&A transactions, particularly in competitive auction processes where use of the product has become almost ubiquitous.
While much has been written about the deal terms of M&A transactions that make use of. Sep 30, · Dimon said bond markets would spurn U.S. debt if lawmakers fail to reach an agreement to address the nation's deficit. met underwriting standards. breach of representations and warranties.
Confused About Real Estate Terminology and the Real Estate Contract? Here are Answers to Your Questions. June 30, Selling Guide: Fannie Mae Single Family Published June 30,