Depositor's Warranties Sample Clauses

Depositor's Warranties. In the case of each delivery of Bonds to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Bonds and that immediately prior to the delivery thereof the Depositor owned such Bonds free and clear of any lien, pledge, encumbrance or other security interest, and such delivery is irrevocable and free of any continuing claim by the Depositor, except for the Retained Amount. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Bonds as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Bonds and the Certificates in respect thereof. PAYMENT OF INTEREST AND PRINCIPAL; CUSTODY OF PROCEEDS OF INTEREST AND PRINCIPAL PAYMENTS
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Depositor's Warranties. In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Underlying Securities and that immediately prior to the delivery thereof the Depositor owned such Underlying Securities free and clear of any lien, pledge, encumbrance or other security interest, and such delivery is irrevocable and free of any continuing claim by the Depositor, except for the Retained Amount. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Underlying Securities as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Underlying Securities and the Certificates in respect thereof.
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Depositor's Warranties. In the case of each delivery of Bonds to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Bonds and that immediately prior to the delivery thereof the Depositor owned such Bonds free and clear of any lien, pledge, encumbrance or other security interest. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Bonds as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Bonds and the Certificates in respect thereof. PAYMENT OF INTEREST AND PRINCIPAL; CUSTODY OF PROCEEDS OF INTEREST AND PRINCIPAL PAYMENTS
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Depositor's Warranties. The Depositor hereby agrees that it is not intended that any fiduciary duties be conferred (by implication or otherwise) upon the Custodian under this Agreement, and he or she shall look solely to the assets of his or her Account for the payment of any benefits to which he or she may become entitled under this Agreement. The Depositor hereby acknowledges his or her understanding that taxes and penalties may be imposed under the Code for: (a) Excess contributions; (b) Premature distributions made before the Depositor dies, becomes disabled (as defined in Section 72(m) of the Code) or reaches age 59 1/2, except in the case of: (i) Rollovers or transfers to other IRAs or rollovers to eligible retirement plans in accordance with applicable provisions of the Code and related regulations; or (ii) A series of substantially equal periodic payments (as defined in Section 72(t) of the Code); (c) Distributions which are less than the minimum amounts required under Sections 401(a)(9), 408(a)(6) and 4974 of the Code; and (d) Prohibited transactions under Section 4975 of the Code. Any and all such taxes and penalties shall be paid by the Depositor.
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Depositor's Warranties. In the case of each delivery of Bonds to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that the Depositor is duly authorized to so deliver such Bonds and that immediately prior to the delivery thereof the Depositor owned such Bonds free and clear of any lien, pledge, encumbrance or other security interest, and such delivery is irrevocable and free of any continuing claim by the Depositor, except for the Retained Amount. The Depositor shall further be deemed by such delivery to represent and warrant to the Trustee that the prospectus and prospectus supplement prepared by the Depositor with respect to the Certificates makes such disclosure with respect to the Bonds as is required by applicable federal and state securities laws. Such representations and warranties shall survive the delivery of such Bonds and the Certificates in respect thereof. ARTICLE IV
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Related to Depositor's Warranties

  • VENDOR'S WARRANTIES 4.1 The Vendor hereby warrants to the Purchaser that:

  • Seller’s Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX that:

  • Account Warranties With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

  • Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.

  • Purchaser’s Warranties The Purchaser represents and warrants to the Seller that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

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