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.
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.
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:
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.
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
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.
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.
