REPRESENTATIONS AND WARRANTIES OF OFL Sample Clauses

REPRESENTATIONS AND WARRANTIES OF OFL. OFL represents and warrants, as of the date hereof and as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES OF OFL. OFL makes the following representations and warranties, on which ORFC relies in purchasing the Initial Receivables and the Initial Other Conveyed Property and in transferring the Initial Receivables and the Initial Other Conveyed Property to the Trust under the Sale and Servicing Agreement and on which the Security Insurer will rely in issuing the Policies. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Initial Receivables and the Initial Other Conveyed Property hereunder and the sale, transfer and assignment thereof by ORFC to the Trust under the Sale and Servicing Agreement. OFL and ORFC agree that ORFC will assign to the Trust all of ORFC's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against OFL in the Trust's own name.
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REPRESENTATIONS AND WARRANTIES OF OFL. OFL makes the following representations and warranties, on which ORFC II relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Trust under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement and as of each Transfer Date, and shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and under the Assignment Agreements and the sale, transfer and assignment thereof by ORFC II to the Trust under the Sale and Servicing Agreement. OFL and ORFC II agree that ORFC II will assign to the Trust all of ORFC II's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against OFL in the Trust's own name.
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REPRESENTATIONS AND WARRANTIES OF OFL. OFL makes the following representations and warranties, on which ORFC relies in purchasing the Receivables and the Other Conveyed Property. Such representations are made as of the execution and delivery of this Agreement and on each Assignment Date, and shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property under such Assignment Agreements, and the sale, transfer and assignment thereof by ORFC under any Securitization Document or Warehousing Document. OFL and ORFC agree that pursuant to the relevant Securitization Document or Warehousing Document ORFC will assign to the relevant Assignee all of ORFC's rights under this Agreement with respect to Receivables sold, transferred or assigned pursuant to any Securitization Document or Warehousing Document and not repurchased by ORFC, and the related Other Conveyed Party, and that such Assignee will thereafter be entitled to enforce this Agreement against OFL in such Assignee's own name.
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REPRESENTATIONS AND WARRANTIES OF OFL. A. OFL-A makes the following representations and warranties, on which the Purchaser relies in purchasing the Transferred Receivables and the Other Conveyed Property related thereto and in granting a security interest in the Receivables and the Other Conveyed Property related thereto to the Investors under the Transferred Receivables Financing Agreement and on which the Insurer will rely in issuing the Policy. Such representations are made as of the execution and delivery of this Agreement or other time specified in the Schedule of Representations, but shall survive the sale, transfer and assignment of the Transferred Receivables and the Other Conveyed Property related thereto hereunder, and the grant of a security interest to the Custodian on behalf of the Secured Parties under the Receivables Financing Agreement.
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Related to REPRESENTATIONS AND WARRANTIES OF OFL

  • 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 ALPS ALPS represents and warrants to the Fund that:

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

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

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • 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 Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of Party B 5.1 Party B is the legal owner of the Equity Interest.

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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