Representations and Warranties of the Issuing Entity Sample Clauses
The 'Representations and Warranties of the Issuing Entity' clause sets out specific statements and assurances made by the entity issuing securities or entering into a contract. These statements typically cover the entity’s legal status, authority to enter into the agreement, compliance with laws, and the accuracy of information provided. For example, the issuing entity may confirm it is duly organized, has obtained necessary approvals, and that no undisclosed liabilities exist. This clause is essential for providing the other party with confidence in the legitimacy and reliability of the issuing entity, thereby allocating risk and establishing a basis for recourse if any statements prove false.
Representations and Warranties of the Issuing Entity. Upon the execution of the applicable Terms Agreement, the Issuing Entity represents and warrants to each Underwriter that:
Representations and Warranties of the Issuing Entity. (a) The Issuing Entity makes the following representations and warranties to the Depositor as of the date of this Agreement, and on which representations and warranties the Depositor shall rely in selling the Receivables.
Representations and Warranties of the Issuing Entity. The Issuing Entity makes the following representations and warranties to the Grantor Trust as of the date of this Agreement, which shall survive delivery of the Third Step Transferred Property, and on which representations and warranties the Grantor Trust shall rely in issuing the Grantor Trust Certificate.
Representations and Warranties of the Issuing Entity. The Issuing Entity hereby represents and warrants to the Collateral Agent, as of the Addition Date, that:
Representations and Warranties of the Issuing Entity. The Issuing Entity hereby represents and warrants to the Servicer and for the benefit of the Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:
(i) The Issuing Entity is a statutory trust duly formed and in good standing under the laws of the State of Delaware and has full power, authority and legal right to execute and deliver this Servicing Agreement and to perform its obligations under this Servicing Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Servicing Agreement; and
(ii) The execution and delivery by the Issuing Entity of this Servicing Agreement and the performance by the Issuing Entity of its obligations under this Servicing Agreement will not violate any provision of any law or regulation governing the Issuing Entity or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to the Issuing Entity or any of its assets. Such execution, delivery, authentication and performance will not conflict with, or result in a breach or violation of, any mortgage, deed of trust, lease or other agreement or instrument to which the Issuing Entity is bound.
Representations and Warranties of the Issuing Entity. (a) With respect to the Mortgage Notes, the Issuing Entity represents and warrants that:
(i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuing Entity;
(ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC;
(iii) The Issuing Entity owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person;
(iv) The Issuing Entity has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee;
(v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;
(vi) The Issuing Entity has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee;
(vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuing Entity has not authorized the filing of and is not aware of any financing statements against the Issuing Entity that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuing Entity is not aware of any judgment or tax lien filings against the Issuing Entity; and
(viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.
(b) With respect to the Swap Agreement, the Issuing Entity represents and warrants that:
(i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the rights of the Issuing Entity under the Swap Agreement in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and pur...
Representations and Warranties of the Issuing Entity. The Issuing Entity hereby represents and warrants to the Servicer and for the benefit of the Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:
(i) The Issuing Entity is a business trust duly formed and in good standing under the laws of the State of Delaware and has full power, authority and legal right to execute and deliver this Servicing Agreement and to perform its obligations under this Servicing Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Servicing Agreement; and
(ii) The execution and delivery by the Issuing Entity of this Servicing Agreement and the performance by the Issuing Entity of its obligations under this Servicing Agreement will not violate any provision of any law or regulation governing the Issuing Entity or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to the Issuing Entity or any of its assets. Such execution, delivery, authentication and performance will not conflict with, or result in a breach or violation of, any mortgage, deed of trust, lease or other agreement or instrument to which the Issuing Entity is bound.
Representations and Warranties of the Issuing Entity. Each of IndyMac, the Depositor and the Issuing Entity represents and warrants with respect to the Issuing Entity, as of the Closing Date, and covenants with the other parties hereto, as follows:
Representations and Warranties of the Issuing Entity. Since the date of the transfer by the Transferor under the Agreement, the Owner Trustee, on behalf of the Issuing Entity, has not sold, transferred or encumbered any Receivable in any Removed Account or any interest therein.
Representations and Warranties of the Issuing Entity. (a) With respect to that portion of the Collateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuing Entity represents to the Indenture Trustee that:
(i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuing Entity.
(ii) The Collateral constitutes "deposit accounts" or "instruments," as applicable, within the meaning of the applicable UCC.
(iii) The Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person.
(iv) The Issuing Entity has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Collateral.
(v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral.
(vi) The Collateral is not in the name of any Person other than the Issuing Entity or the Indenture Trustee. The Issuing Entity has not consented to the bank maintaining the Collateral to comply with instructions of any Person other than the Indenture Trustee.
(b) With respect to that portion of the Collateral described in clause (e), the Issuing Entity represents to the Indenture Trustee that:
(i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuing Entity.
(ii) The Collateral constitutes "general intangibles" within the meaning of the applicable UCC.
(iii) The Issuing Entity owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person.
(iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral.
(c) The representations and warranties set forth in this Section 3.18 shall survive the Closing Date and shall not be waived.