Additional Representations and Warranties Sample Clauses

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of all rights in (i) all Trade Secret Rights, (ii) the Patents listed in Annex J hereto for such Assignor and that said Patents include all the United States patents and applications for United States patents that such Assignor owns as of the date hereof and (iii) the Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any patent of any other Person or such Assignor has misappropriated any Trade Secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.
Additional Representations and Warranties. As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale or lease and delivery of the merchandise listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.
Additional Representations and Warranties. (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) each Receivable is secured by a new or used passenger car, minivan, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.
Additional Representations and Warranties. (i) Each Receivable shall have an original number of Scheduled Payments of not less than 12 nor more than 72 and, as of the Cutoff Date, a remaining number of Scheduled Payments of not less than 4 nor more than 68; (ii) each Receivable provides for the payment of a finance charge based on an APR ranging from 0.00% to not more than 24.00%; (iii) each Receivable shall have had an original principal balance of not less than $1,000 and not more than $110,000 and, as of the Cutoff Date, an unpaid principal balance of not less than $250 and not more than $100,000; (iv) no Financed Vehicle was subject to force-placed insurance as of the Cutoff Date; (v) each Receivable is being serviced by Toyota Motor Credit Corporation as of the Closing Date; (vi) each Receivable is secured by a new or used passenger car, minivan, light-duty truck or sport utility vehicle; (vii) no Receivable was more than 29 days past due as of the Cutoff Date; (viii) as of the Cutoff Date, no Receivable was noted in the records of the TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding; (ix) each Receivable is calculated with the Simple Interest Method; (x) each Receivable has a first scheduled due date of not later than 30 days after the Cutoff Date; and (xi) each Receivable shall have had a FICO score of at least 620 as of the Cutoff Date.
Additional Representations and Warranties. 1. This Agreement, the Receivables Purchase Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from World Omni, the Depositor and the Trust, respectively.
Additional Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein and are true and correct with the same force and effect as though expressly made herein as of the date hereof.
Additional Representations and Warranties. Each Assignor represents and warrants as of the date hereof (or, in the case of an Assignor made party hereto pursuant to its execution of a supplement hereto in accordance with Section 14.2(d), as of the date of such supplement) that it is the true and lawful exclusive owner of the registrations and pending applications for Marks listed under its name in Schedule 4.1 and that said listed registrations and pending applications for Marks include all the registrations or pending applications in the United States Patent and Trademark Office that such Assignor now owns in connection with its business. Each Assignor represents and warrants that, to its knowledge, it owns or is licensed to use all Marks that it uses. Each Assignor further warrants that, except as indicated on Schedule 4.1, it is aware of no third party claim that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any Xxxx in any manner that is reasonably likely to cause a Material Adverse Effect. Each Assignor further represents and warrants as of the date hereof (or a supplement hereto in accordance with Section 14.2(d), as of the date of such supplement) that the Marks listed under its name in Schedule 4.1 are valid, subsisting, have not been canceled, except with respect to any such Marks that are not necessary or material to the operation or financial condition of Assignor’s business. Each Assignor represents and warrants that it owns or is licensed to use all United States trademark registrations and applications that it uses (other than any trademark registrations or applications that are not necessary or material to the operation or financial condition of Assignor’s business). Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office in order to effect an absolute assignment of all right, title and interest in each Xxxx and associated goodwill, and record the same. Each Assignor agrees to update Schedule 4.1 from time to time at the request of the Collateral Agent (but no less frequently than annually) to reflect any new information required to be indicated thereon and will provide such supplement to the Collateral Agent in the form required by the Collateral Agent.
Additional Representations and Warranties. The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible through the Electronic Services or Fund’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.
Additional Representations and Warranties. 1. While it is the intention of the Seller and Ally Auto that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from the Seller to Ally Auto, this Agreement, the Trust Sale Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of Ally Auto, the Trust and the Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller, Ally Auto and the Issuing Entity, respectively.