REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 16 Sample Clauses

REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 16. Section 2.1. Representations and Warranties; Covenants 16 Section 2.2. Termination Events 16
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REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 16. Section 2.1. Representations and Warranties; Covenants 16 Section 2.2. Termination Events 16 ARTICLE III. INDEMNIFICATION 16 Section 3.1. Indemnities by the Seller 16 Section 3.2. Indemnities by the Servicer 18 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 18 Section 4.1. Appointment of the Servicer 18 Section 4.2. Duties of the Servicer 19 Section 4.3. Lock-Box Account Arrangements 20 Section 4.4. Enforcement Rights 21 Section 4.5. Responsibilities of the Seller 22 Section 4.6. Servicing Fee 22 ARTICLE V. THE AGENTS 22 Section 5.1. Appointment and Authorization 22 Section 5.2. Delegation of Duties 23 Section 5.3. Exculpatory Provisions 24 Section 5.4. Reliance by Agents 24 Section 5.5. [Reserved] 25 Section 5.6. Notice of Termination Events 25 Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers 25 Section 5.8. Administrators and Affiliates 25 Section 5.9. Indemnification 26 Section 5.10. Successor Administrator 26 ARTICLE VI. MISCELLANEOUS 27 Section 6.1. Amendments, Etc 27 Section 6.2. Notices, Etc 27 Section 6.3. Successors and Assigns; Participations; Assignments 27 Section 6.4. Costs, Expenses and Taxes 29 Section 6.5. No Proceedings; Limitation on Payments 30 CONTENTS Clause Page Section 6.6. GOVERNING LAW AND JURISDICTION 30 Section 6.7. Execution in Counterparts 31 Section 6.8. Survival of Termination 31 Section 6.9. WAIVER OF JURY TRIAL 31 Section 6.10. Sharing of Recoveries 31 Section 6.11. Right of Setoff 32 Section 6.12. Entire Agreement 32 Section 6.13. Headings 32 Section 6.14. Purchaser Groups’ Liabilities 32 Section 6.15. Pledge to a Federal Reserve Bank 32 Section 6.16. Confidentiality 32 Section 6.17. Mutual Negotiations 33 Section 6.18. Credit Agreement 34 TABLE OF CONTENTS (continued) EXHIBIT I Definitions EXHIBIT II Conditions Precedent EXHIBIT III Representations and Warranties EXHIBIT IV Covenants EXHIBIT V Termination Events SCHEDULE I Credit and Collection Policy SCHEDULE II [Reserved] SCHEDULE III Trade Names SCHEDULE IV Notice Information SCHEDULE V [Reserved] SCHEDULE VI Commitments SCHEDULE VII Scheduled Commitment Termination Date SCHEDULE VIII Subject UCC ANNEX A Form of Information Package ANNEX B Form of Purchase Notice ANNEX C List of Special Obligors[Reserved] ANNEX D Form of Assumption Agreement ANNEX E Form of Transfer Supplement This FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into a...
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Related to REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 16

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Representations and Warranties and Covenants of the Counterparty (a) The Counterparty represents and warrants to the related Depositor, as of the date on which information is first provided to the related Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section 2(b)(iii)(A), that, except as disclosed in writing the related Depositor prior to such date:

  • 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 Executive Executive represents and warrants to the Company that:

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

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