Representations and Warranties Concerning Guarantor Sample Clauses

Representations and Warranties Concerning Guarantor. Guarantor represents and warrants that the following are true as of the date of this Agreement. Each representation and warranty is made to induce Buyer to enter into the Purchase Agreement and shall be automatically restated and ratified as of each Purchase Date.
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Representations and Warranties Concerning Guarantor. AND BUYER 49 Section 6.1 Organization of Buyer and Guarantor 49 Section 6.2 Authority of Buyer and Guarantor 49 Section 6.3 Conflicts 50 Section 6.4 No Violation or Litigation 50 Section 6.5 Financial Capability 51 Section 6.6 Solvency 51 Section 6.7 Investment Intent 51 Section 6.8 No Brokers 52 Section 6.9 No Other Representations 52 ARTICLE VII ACTIONS PRIOR TO THE CLOSING DATE 52 Section 7.1 Access to Information 52 Section 7.2 Consents of Third Parties; Governmental Approvals 52 Section 7.3 Operations Prior to the Closing Date 54 Section 7.4 Transferred Information 58 Section 7.5 Exclusivity 59 Section 7.6 Transition Matters Prior to Closing 60 ARTICLE VIII ADDITIONAL AGREEMENTS 60 Section 8.1 Director and Officer Liability and Indemnification 60 Section 8.2 Employee Matters 61 Section 8.3 Tax Matters 62 Section 8.4 Use of Names 63 Section 8.5 Guarantees 64 Section 8.6 Uncollected Accounts Receivable 64 TABLE OF CONTENTS (Continued) Page Section 8.7 Excluded Inventory 65 Section 8.8 Release of Claims 66 Section 8.9 Restrictive Covenants 67 Section 8.10 Retained Customer Inventory 71 Section 8.11 Retained Customer Accounts Receivable 71 Section 8.12 Further Assurances 71 ARTICLE IX CONDITIONS PRECEDENT 72
Sample 1

Related to Representations and Warranties Concerning Guarantor

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:

  • Representations and Warranties Concerning the Seller The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

  • Representations and Warranties Concerning the Transaction 3.1 Representations and Warranties of the Sellers 8 3.2 Representations and Warranties of the Buyer 9

  • Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement concerning the Seller and the Mortgage Loans to the same extent as though such representations and warranties were made directly to the Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual knowledge of any breach of any representation or warranty made by the Seller in the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan.

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

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