Representations and Warranties as to the Clause Samples
A 'Representations and Warranties' clause serves to affirm specific facts or conditions as true at the time of the agreement, typically made by one or both parties. In practice, this clause might require a seller to confirm ownership of assets, the absence of undisclosed liabilities, or compliance with laws, providing assurance to the other party. Its core function is to allocate risk by ensuring that each party has accurate information, thereby protecting against misrepresentation and potential disputes.
Representations and Warranties as to the. Receivables and Covenants with respect to the Asset Representations Reviewer.
Representations and Warranties as to the. Security Interest of the Trust in the Receivables. The Transferor makes the following representations and warranties to the Trust. 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 sale, transfer and assignment of the Receivables to the Trust, the pledge thereof 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.
(a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Indenture Collateral in favor of the Trust, which security interest is prior to all other Liens other than the Lien of the Indenture, and is enforceable as such as against creditors of and purchasers from the Transferor.
(b) The Receivables constitute "accounts" within the meaning of the applicable UCC.
(c) The Transferor owns and has good and marketable title to the Indenture Collateral free and clear of any Lien, claim or encumbrance of any Person.
(d) The Transferor has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Indenture Collateral granted to the Trust hereunder.
(e) Other than the security interest granted to the Trust pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Indenture Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Indenture Collateral other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES
Representations and Warranties as to the. ACQUIRED ENTITIES
Representations and Warranties as to the. Home Equity Loans. ---------------------------------------------------------- The Seller represents and warrants to the Trustee, the Insurer and the Certificateholders that, as to each Initial Loan conveyed to the Trust by it, as of the Closing Date (except as otherwise expressly stated), and shall represent and warrant as to each Subsequent Loan conveyed to the Trust by it, as of the related Subsequent Transfer Date:
Representations and Warranties as to the. COMPANY Except as disclosed in the Company Disclosure Schedule and subject to the provisions of Section 10.8, the Company, the ▇▇▇▇▇▇▇ Group, and the ▇▇▇▇▇ Group represent and warrant to Buyer as herein set forth below. Such representations and warranties shall be deemed to be made as of the date hereof and as of the Closing Date. Disclosure of an item in response to one section of this Agreement shall constitute disclosure and response to every section of this Agreement, notwithstanding the fact that no express cross-reference is made, provided that the information provided in the Company Disclosure Schedule is meaningful and not misleading in the context deemed disclosed for such other purpose(s).
Representations and Warranties as to the. COMPANY 7
Representations and Warranties as to the. COMPANY Subject to the exceptions set forth in a numbered or lettered section of the Seller Disclosure Schedule referencing a representation or warranty herein (each of which exceptions, in order to be effective, shall expressly indicate the Section to which it relates (unless the relevance to other representations and warranties is reasonably apparent on the face of the disclosed exception), and each of which exceptions shall also be deemed to be representations and warranties under this Article III), the Company, for itself, and each Seller, severally and not jointly, hereby represents and warrants to Waldencast and Buyer that the representations contained in this Article III are true, correct and complete as of the date hereof following the Reorganization (or, if made as of a specified date, as of such date).