REPRESENTATIONS AND WARRANTIES      17 Sample Clauses

REPRESENTATIONS AND WARRANTIES      17. Section 3.01 Representations and Warranties of the Sellers and the Servicers on each Purchase Date 17 Section 3.02 Representations and Warranties of the Purchaser 23 Article IV COVENANTS 24 Section 4.01 General Covenants of the Sellers and the Servicers 24 Section 4.02 Further Assurances 27 Article V SERVICING OF PORTFOLIO 27 Section 5.01 Appointment of the Servicers 27 Section 5.02 Servicing of Portfolio 28 Section 5.03 Power of Attorney 29 Section 5.04 Deemed Collections 29 Section 5.05 Application of Collected Amounts 30 Section 5.06 Servicer Advances 30 Article VI CASH MANAGEMENT AND INSURANCE 30 Section 6.01 Transaction Account 30 Section 6.02 Purchaser Discretions 30 Section 6.03 Deposit of Collections 31 Section 6.04 Payment Terms 31 Article VII SERVICER TERMINATION 31 Section 7.01 Servicer Termination Events 31 Section 7.02 Designation of Replacement Servicer 32 Section 7.03 Replacement Servicer Fee 32 Section 7.04 Power of Attorney 33 Section 7.05 Additional Actions Upon a Servicer Termination Event 33 Article VIII CONDITIONS PRECEDENT 34 Section 8.01 Conditions to Initial Purchase 34 Section 8.02 Conditions to Each Purchase 35 Article IX MISCELLANEOUS 35 Section 9.01 Waivers; Amendments 35 Section 9.02 Binding Effect; Assignability 35 Section 9.03 Notices 36 Section 9.04 Indemnification 36 Section 9.05 Confidentiality 37 Section 9.06 Costs and Expenses 37 Section 9.07 Limited Recourse 38 Section 9.08 No Petition 38 Section 9.09 Time of Essence 38 Section 9.10 Failure to Perform 38 Section 9.11 Further Assurances 38 Section 9.12 Remedies 38 Section 9.13 Counterparts; Integration; Effectiveness; Electronic Execution 38 Section 9.14 Severability 39 Section 9.15 Governing Law; Jurisdiction; Consent to Service of Process 39 Section 9.16 Waiver of Jury Trial 39 Schedule A FORM OF PURCHASE NOTICE 45 Annex A RECEIVABLES 46 Schedule B ADDRESSES 47 Schedule C FORM OF SERVICING REPORT 48 Schedule D CREDIT AND COLLECTION POLICIES 49 THIS SALE AND SERVICING AGREEMENT, dated as of August 2, 2018 (this “Agreement”), is made among the Purchaser, the Servicers and the Sellers.
Sample 1
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REPRESENTATIONS AND WARRANTIES      17. Section 4.1 Representations and Warranties of the Seller 17 Section 4.2 Representations and Warranties of the Initial Collection Agent 21
Sample 1
REPRESENTATIONS AND WARRANTIES      17. Section 4.1 Representations and Warranties of the Seller 17 Section 4.2 Representations and Warranties of the Seller with Respect to Renova 19 Section 4.3 Representations and Warranties of the Buyer 22 Execution Version – July 15th, 2015 ARTICLE V COVENANTS 25 Section 5.1 Consents, authorizations, waivers 25 Section 5.2 Seller Obligation 25 Section 5.3 Renova Financial Reporting 25 Section 5.4 Required Notice to Renova upon the Signing Date and the Closing Date 25 Section 5.5 Seller’s Resignation Letters 26 Section 5.6 Nivel 2 Registration 26 Section 5.7 Shelf Registration 26 Section 5.8 NYSE Listing 26 Section 5.9 Commercially Reasonable Efforts 26 Section 5.10 Interim Covenant 27 Section 5.11 Payment of Dividends 27 Section 5.12 Acquisition of Additional Renova shares 27
Sample 1

Related to REPRESENTATIONS AND WARRANTIES      17

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer that:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

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