Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture.
Representations and Warranties as to the Security Interest of the Indenture Trustee in the Receivables. The Trust makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Agreement and as of each Closing Date. Such representations and warranties shall survive the pledge of the Receivables by the Trust to the Indenture Trustee and the termination of this Agreement and shall not be waived by any party hereto unless the Rating Agency Condition is satisfied.
Representations and Warranties as to. Each Receivable. Seller hereby makes the following representations and warranties as to each Receivable conveyed by it to Issuer hereunder on which Issuer shall rely in acquiring the Receivables. Unless otherwise indicated, such representations and warranties shall speak as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to Issuer and the pledge thereof to Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to. THE PURCHASED COMPANIES AND ITS ASSETS
Representations and Warranties as to. THE COMPANY AND BLACKLIST Each of the Company, Blacklist and each of the Stockholders, as applicable, represents and warrants to Parent and Merger Sub, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, all such exceptions to be referenced to a specific representations set forth in this Article III, that:
Representations and Warranties as to. THE SEACOR MARINE GROUP 13 Section 3.01 Organization and Standing 13 Section 3.02 No Conflicts 13 Section 3.03 Financial Statements 13 Section 3.04 Governmental Consents 14 Section 3.05 Authority; Execution and Delivery; Enforceability 14 Section 3.06 Title to Equity Interests and Assets 14 Section 3.07 Capitalization 15 Section 3.08 Litigation 15 Section 3.09 Taxes 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES AS TO THE OTM GROUP 15 Section 4.01 Organization and Standing 15 Section 4.02 No Conflicts 15 Section 4.03 Governmental Consents 16 Section 4.04 Authority; Execution and Delivery; Enforceability 16 Section 4.05 Title to Equity Interests and Assets 16 Section 4.06 Financial Ability; Source of Funds 16 Section 4.07 Brokerage Fees 16 ARTICLE V COVENANTS 17 Section 5.01 Confidentiality 17 Section 5.02 [Reserved.] 18 Section 5.03 Public Announcements 18 Section 5.04 Names Following Closing 18 Section 5.05 Market Opportunities 18 Section 5.06 Right of First Offer 19 Section 5.07 Post-Closing Access 19 Section 5.08 Delivery of SEACOR Xxxxx Vessel 19 Section 5.09 Cooperation for Closing 20 ARTICLE VI SURVIVAL AND REMEDIES 20 Section 6.01 Survival 20 Section 6.02 Indemnification by SMHI 20 Section 6.03 Indemnification by OTM 21 Section 6.04 Procedures 21 Section 6.05 Exclusive Remedy and Release 22 Section 6.06 Additional Indemnification Provisions 22 Section 6.07 Limitation on Liability 22 Section 6.08 Mitigation 22 Section 6.09 Disclaimer 23 ARTICLE VII MISCELLANEOUS 23 Section 7.01 Notices 23 Section 7.02 Assignment 24 Section 7.03 Severability 24 Section 7.04 Amendment and Waiver 25 Section 7.05 Entire Agreement 25 Section 7.06 Counterparts 25 Section 7.07 Governing Law 25 Section 7.08 Consent to Jurisdiction and Service of Process 25 Section 7.09 WAIVER OF JURY TRIAL 26 Section 7.10 Expenses 26 Section 7.11 No Third-Party Beneficiaries 26 Section 7.12 Remedies 26 Section 7.13 No Recourse 27 Section 7.14 Release 27 Section 7.15 Further Assurances 28 EXHIBITS Exhibit A Form of Bareboat Charter Agreement Exhibit B Form of JV Termination Agreement Exhibit C Form of MexMar Lender Waiver Exhibit D Form of XXXXXX Xxxxxx Second A&R LLC Agreement Exhibit E Form of XXXXXX Xxxxxx Assignment Agreement Exhibit F Form of SEACOR Marine International Second A&R LLC Agreement Exhibit G Form of SEACOR Marine International Assignment Agreement Exhibit H Form of SEACOR Xxxxx Xxxx of Sale Exhibit I Form of Loan Termination Agreement Exhibit J Form of Asset Purchase Agreement...
Representations and Warranties as to. Each Mortgage Loan and the other Transferred Assets. The Unaffiliated Seller represents and warrants to the Servicer, the Depositor, the Backup Servicer, the Trustee for its own benefit and for the benefit of the Owners of the Certificates, as to each Mortgage Loan, that, as of the Closing Date:
Representations and Warranties as to the Trust Estate 14 SECTION 6.04. Signature of Returns 15
Representations and Warranties as to. Each Auto Loan and the other Transferred Assets. (a) The Sponsor represents and warrants, as to each Auto Loan, that, to the best of its knowledge, as of the Purchase Date of such Auto Loan:
Representations and Warranties as to. THE COMPANY Company represents and warrants to Parent and Merger Sub, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, and further subject to any changes contemplated by or provided for in this Agreement or any Transaction Document, all such exceptions to be referenced to a specific representation set forth in this Article III, that:
