Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that:
Representations and Warranties Relating to the Receivables. To induce the Purchasers to purchase the Receivables the Seller hereby represents and warrants to the Managing Facility Agent and each Purchaser with respect to Receivables being purchased or substituted on each Settlement Date (including each Special Settlement Date) or the Closing Date that:
Representations and Warranties Relating to the Receivables. The German Seller hereby represents and warrants to the Purchaser as of the date hereof, and shall represent and warrant to the Purchaser on the Initial Offer Date and on each day until the Agreement Expiry Date, that:
Representations and Warranties Relating to the Receivables. The Transferor hereby represents and warrants to the Owners, the Funding Agents and the Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and, with respect to Additional Receivables, as of the related Addition Date that: (a) as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and transferred on the Original Closing Date, the Receivables Schedule delivered to the Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred Receivables and Related Rights sold and transferred hereunder on such date, and as of the related Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of such Transferred Receivables as of such date; (b) on the date each Receivable is conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title to each such Receivable and such Receivable has been conveyed to the Administrative Agent (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person; (c) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance by the Transferor of Receivables to the Administrative Agent (for the benefit of the Owners) have been duly obtained, effected or given and are in full force and effect; (d) this Agreement constitutes a valid sale, transfer and assignment to the Administrative Agent (for the benefit of the Owners) of all right, title and interest of the Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative -82- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it creates and constitutes a grant of a first priority perfected “security interest” (as defined in the UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the case of existing Receivables and the Related Rights and t...
Representations and Warranties Relating to the Receivables. The Italian Seller hereby represents and warrants to the Purchaser as of the date hereof, and shall be deemed to represent and warrant to the Purchaser on the Initial Offer Date and on each day until the Agreement Expiry Date, that:
Representations and Warranties Relating to the Receivables. The French Seller hereby represents and warrants to the Management Company and to the Custodian as of the date hereof, and shall be deemed to represent and warrant to the Management Company and to the Custodian on the Initial Offer Date and on each day until the Agreement Expiry Date, that:
Representations and Warranties Relating to the Receivables. The Assignor represents and warrants to the Assignee with respect to the Receivables that at the date hereof: 53084326 M 1996111 / 7 Deed of Assignment
Representations and Warranties Relating to the Receivables. The Borrower hereby represents and warrants to the Lender on the date of creation of each Assigned Receivable that as of such date: (a) the Borrower is the sole legal and beneficial owner of such Assigned Receivable, free and clear of any Liens (except for the Liens pursuant hereto and each Supplemental Assignment); and no effective instrument or document covering all or any part of such Assigned Receivable or the related Underlying Contract and any related property or Collections with respect thereto, will at such time be on file against the Borrower in any filing or recording office in the United States, Liberia, the Xxxxxxxx Islands and Greece or anywhere else, except such as have been filed in favor of the Lender in accordance with this Agreement.
