Receivables Representations and Warranties Sample Clauses

Receivables Representations and Warranties. The Issuer makes the representations and warranties set forth below with respect to the Receivables, on which the Indenture Trustee relies. Such representations and warranties speak as of the execution and delivery of this Indenture as of the Closing Date, but shall survive the assignment of the Receivables to the Indenture Trustee, and shall not be waived by the Indenture Trustee except in accordance with the terms of this Indenture.
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Receivables Representations and Warranties. Xxxxx hereby represents and warrants to the Purchaser that the representations and warranties set forth in Section 3.2 of the Receivables Purchase and Administration Agreement are true and correct as of the Original Closing Date (in connection with the Initial Receivables) and each relevant Purchase Date (in connection with Additional Receivables) with respect to the Receivables being conveyed to the Purchaser on each such date. The representations and warranties set forth in Section 3.2 of the Receivables Purchase and Administration Agreement shall survive the transfers and assignments of the Receivables by Xxxxx to the Purchaser pursuant to the terms hereof, and the sales, transfers, assignments and conveyances of the Receivables by the Purchaser to the Administrative Agent (for the benefit of the Owners) pursuant to the Receivables Purchase and Administration Agreement. Upon discovery by any Authorized Officer of Xxxxx of a breach of any of the representations or warranties set forth in Section 3.2 of the Receivables Purchase and Administration Agreement, Xxxxx shall give notice to the Purchaser and the Administrative Agent within five (5) Business Days following such discovery, provided that failure to give notice within five (5) Business Days does not preclude subsequent notice.
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Receivables Representations and Warranties. Seller hereby represents and warrants to Company that, as of the related Closing Date with respect to each Receivable acquired on such date that:
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Receivables Representations and Warranties. As of the date of assignment of an Eligible Receivable to Buyer: to the best of Seller’s information and knowledge such Customer’s or Account Debtor’s business is solvent; Seller is, at the time of purchase by Xxxxx, Seller is the lawful owner of and has good and undisputed title to each Eligible Receivable; at the time of purchase by Buyer no Customer has or shall have any right of set-off, abatement or reduction whatsoever in respect of any Purchased Receivable unless Buyer has been provided written notice by Seller of any such set-off, abatement or reduction prior to delivery of the Initial Payment with respect to such Purchased Receivable to Seller; each Purchased Receivable is an accurate statement of indebtedness by the respective Customer or Account Debtor to Seller for a certain sum which is due and payable as provided in Seller’s invoice relating to such Purchased Receivable; each Purchased Receivable is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to the respective Customer or Account Debtor, or other good and valid liability of the Customer or Account Debtor in question to the Seller; each Purchased Receivable is current and not past due as of the date of purchase by Buyer, has not been paid by or on behalf of the Customer or Account Debtor in whole or in part, and, to Seller’s knowledge is not, and will not be, subject to any dispute, rescission, set-off, recoupment, defense or claim by the respective Customer or Account Debtor, whether relating to price, quality, quantity, workmanship, delay in delivery, set off, counterclaim or otherwise; to Seller’s knowledge the Customer or Account Debtor with respect to a Purchased Receivable has not and will not claim any defense of any kind or character (other than in connection with an Insolvency Claim arising after the date of sale of such Receivable to Buyer hereunder) against payment of such Purchased Receivable, and; Seller does not own, control or exercise dominion over, in any way whatsoever, the business of any Customer or Account Debtor in respect of a Purchased Receivable; and
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Receivables Representations and Warranties. T-Mobile PCS hereby represents and warrants to the Purchaser that the representations and warranties set forth in Section 3.2 of the Master Receivables Purchase Agreement are true and correct as of the Amendment and Restatement Closing Date and as of each other relevant Purchase Date, in each case, with respect to the applicable Receivables being conveyed to the Purchaser on each such date. The representations and warranties set forth in Section 3.2 of the Master Receivables Purchase Agreement shall survive the transfers and assignments of the Receivables by T-Mobile PCS to the Purchaser pursuant to the terms hereof, and the sales, transfers, assignments and conveyances of the Receivables by the Purchaser to the Administrative Agent (for the benefit of the Owners) pursuant to the Master Receivables Purchase Agreement. Upon discovery by any Authorized Officer of T-Mobile PCS of a breach of any of the representations or warranties set forth in Section 3.2 of the Master Receivables Purchase Agreement, T-Mobile PCS shall give notice to the Purchaser and the Administrative Agent within five (5) Business Days following such discovery; provided that failure to give notice within five (5) Business Days does not preclude subsequent notice.
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Receivables Representations and Warranties. Premier hereby makes the following representations and warranties on which the Agent and each Purchaser are deemed to have relied in acquiring the Assets. Such representations and warranties speak as of the Purchase Date and shall survive the sale of the Assets to the Agent hereunder.
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Receivables Representations and Warranties. The representations and warranties set forth in Section 6.3 of the Receivables Purchase Agreement are true and correct as of the relevant Purchase Date with respect to the Receivables being conveyed to the Funding Purchaser on such date.
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Related to Receivables Representations and Warranties

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Customer Representations and Warranties Customer represents and warrants that it:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

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

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • Investor Representations and Warranties The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

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