REPRESENTATIONS AND WARRANTIES OF THE SELLERS Sample Clauses
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Sellers hereby represent and warrant to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Sellers hereby, jointly and severally, represent and warrant to the Purchaser as follows as of the date hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Upon the execution of the applicable Terms Agreement, each Seller severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(a) Such Seller has been duly organized and is validly existing as a Virginia banking corporation or a federal savings bank, as the case may be, in good standing under the laws of the Commonwealth of Virginia or the federal laws of the United States, as the case may be. Such Seller has, in all material respects, full power and authority to own its properties and conduct its business as described in the Prospectus, and to execute, deliver and perform the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement, and is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals (i) would have a material adverse effect on such Seller and its subsidiaries, taken as a whole, or (ii) would have a material adverse effect on such Seller’s ability to consummate the transactions contemplated by the applicable Receivables Purchase Agreement, the Pooling and Servicing Agreement (in the case of the Bank), this Agreement and the applicable Terms Agreement.
(b) The execution, delivery and performance by such Seller of this Agreement, the applicable Terms Agreement, the applicable Receivables Purchase Agreement and the Pooling and Servicing Agreement (in the case of the Bank), and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Seller. Neither the execution and delivery by such Seller of such instruments, nor the performance by such Seller of the transactions herein or therein contemplated, nor the compliance by such Seller with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the material terms and pro...
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. In order to induce the Purchaser to enter into this Agreement, the Sellers hereby jointly represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each Seller, for itself and no other Purchaser, hereby severally represents and warrants as of the date hereof and as of the Closing Date to the Investor as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) 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 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Except as set forth in the Disclosure Schedules, each Seller represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. As a material inducement to the Buyer to enter into this Agreement, each Seller, jointly and severally, represents and warrants to the Buyer, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each Seller, jointly and severally, represents and warrants to Buyer as of the date hereof as follows: