Assignor's Representations and Warranties Regarding Authority to Enter Into Agreement Sample Clauses

Assignor's Representations and Warranties Regarding Authority to Enter Into Agreement. Assignor hereby represents and warrants to Assignee as of the date hereof, and as of each Closing Date, that: (i) Assignor (A) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) has all powers and material governmental licenses required to conduct its business including all applicable commercial lending or other similar business licenses governing the Lease Transactions included in Lease Transactions sold hereby, and (C) has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby; (ii) This Agreement has been duly executed and delivered by Assignor and (assuming due execution and delivery by Assignee) constitutes the valid and binding obligation of Assignor, enforceable in accordance with its terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' rights generally and the effect of rules of law governing equitable remedies or (B) to the extent such enforceability is affected by the actions or inactions of Assignee; and (iii) The principal place of business and chief executive offices of Assignor are located at 00 Xxxxxxxx Xxxxx, Unit P 15, Wilmington, DE 19809 unless Assignee is otherwise notified of a change of address pursuant to Section 9.5.
Sample 1
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Related to Assignor's Representations and Warranties Regarding Authority to Enter Into Agreement

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Regarding the Trust Depositor 17 Section 3.02. Representations and Warranties Regarding the Servicer 18 ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 20 Section 4.01. Custody of Contracts 20 Section 4.02. Filing 21 Section 4.03. Name Change or Relocation 21 Section 4.04. Costs and Expenses 21 ARTICLE FIVE SERVICING OF CONTRACTS 22 Section 5.01. Responsibility for Contract Administration 22 Section 5.02. Standard of Care 22 Section 5.03. Records 22 Section 5.04. Inspection 22 Section 5.05. Trust Accounts 22 Section 5.06. Enforcement 24 Section 5.07. Trustees to Cooperate 25 Section 5.08. Costs and Expenses 25 Section 5.09. Maintenance of Security Interests in Motorcycles 26 Section 5.10. Successor Servicer/Lockbox Agreements 26 Section 5.11. Separate Entity Existence 26 ARTICLE SIX THE TRUST DEPOSITOR 26 Section 6.01. Covenants of the Trust Depositor 26

  • REPRESENTATIONS AND WARRANTIES REGARDING SELLER Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Insurer and the Bondholders, as of the Cut-off Date and the Closing Date, that:

  • Representations and Warranties; Reaffirmation (a) Borrower hereby represents and warrants to each Lender as follows:

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • REPRESENTATIONS AND WARRANTIES REGARDING BUYER Buyer hereby represents and warrants to Seller as follows:

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