REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as follows: 2.1.
REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer on the date hereof and as of the Closing Date as follows: 5.1
REPRESENTATIONS AND WARRANTIES OF SELLER Seller. (as to itself, and not as to any other Person) hereby represents and warrants to Buyer as of the date hereof that, except as set forth in the Disclosure Schedules: Section 3.01
REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and ----------------------------------------- warrants to Buyer that: (i) Seller has good and marketable title to the Minority Interest; (ii) the Minority Interest is owned by Seller, and at the Closing will be delivered to Buyer, free and clear of any and all liens, charges, claims, encumbrances, pledges, security interests, community property rights, equities, liabilities, debts, obligations, restrictions on transfer or other defects in title of any kind or nature, whether known or unknown, fixed or contingent, other than Buyer's right to purchase the Minority Interest under the HL Agreement; (iii) Seller has the right, power, legal capacity and authority to enter into and to carry out the terms and provisions of this Agreement; (iv) this Agreement and the other agreements relating to the Minority Interest constitute legal, valid and binding agreements of Seller, enforceable in accordance with their respective terms; (v) there is no suit, action or legal, administrative, arbitration or other proceeding pending, filed or initiated by, against or affecting the Minority Interest or Seller, and Seller knows of no suit, action or legal, administrative, arbitration or other proceeding threatened by, against or affecting the Minority Interest or Seller; and (vi) Seller knows of no event or circumstance which could form the basis of any such suit, action, proceeding or investigation.
REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as follows: Organization. Each of the Sellers is a corporation validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its operations as now being conducted. Each of the Sellers is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property or assets owned, leased or operated by each of the Sellers or the nature of the business conducted by each of the Sellers makes such qualification necessary, except where the failure to be so duly qualified or licensed and in good standing would not individually or in the aggregate have a Seller Material Adverse Effect (as hereinafter defined). Schedule 3.1 sets forth a list of all jurisdictions where each of the Sellers is qualified to do business. Seller has heretofore made available to Buyer complete and correct copies of the certificate of incorporation and by-laws of each of the Sellers, as currently in effect. As used herein, a "Seller Material Adverse Effect" shall mean any event, change or effect that has occurred which has a material adverse effect upon the financial condition, operating results or business of Seller; provided, however, that Seller Material Adverse Effect shall not include any event, change in or effect upon the financial condition or business of Seller, directly or indirectly, arising out of, attributable to or as a consequence of: (a) conditions, events or circumstances generally affecting the vehicle leasing industry or the overall economy; or (b) the public announcement of either the execution of this Agreement or the transactions contemplated hereunder. Authorization. Each of the Sellers has the corporate power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The execution and delivery of this Agreement and the performance by each of the Sellers of its respective covenants and agreements hereunder has been duly and validly authorized by the Boards of Directors and shareholders of each Seller and the Board of Directors of Xxxxxxx Truck Leasing Corp., and no other corporate proceedings on the part of Seller or its Affiliates is necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions so contemplated. This Agreement has been duly executed and delivered by each of...
REPRESENTATIONS AND WARRANTIES OF SELLER Seller and Seller’s Equityholders, jointly and severally, hereby represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows: Section 3.1
REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser as follows, except as set forth in the Seller Disclosure Schedule: 5.1 Corporate Organization and Authority. Seller is a national banking association, duly organized and validly existing under the laws of the United States, and has the requisite power and authority to conduct the business now being conducted at the Branches. Seller and each of its Affiliates has the requisite corporate power and authority and has taken all shareholder and corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and binding agreement of Seller enforceable against Seller in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 5.2
REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants, on and as of the Closing Date, the Amendment Effective Date, each Purchase Date, and at all times when any Repurchase Document or any Transaction is in full force and effect as follows: Section 7.01
REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as set forth in Sections 2.1 to 2.6, inclusive, as of the AP Effective Date and the Closing Date, subject to Section 2.7 and except as otherwise disclosed in the Disclosure Schedule. 2.1
REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents as follows: 4.1
