Representations of Seller Sample Clauses

Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations of Seller. The Seller makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations of Seller. Seller represents and warrants to Buyer as follows:

Representations of Seller. In order to induce PURCHASER to enter into this Agreement, SELLER hereby represents and warrants, with full knowledge that PURCHASER shall rely on such representations and warranties, that (a) SELLER has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of SELLER, and has been duly executed and delivered by SELLER; neither the execution and delivery thereof, nor compliance with the terms and provisions thereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or such as are Governmental Approvals to be obtained; (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on SELLER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as contemplated herein), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of SELLER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other Agreement or instrument to which SELLER is a party, specifically including any covenants of any bonds, notes or other forms of indebtedness of SELLER outstanding on the date hereof; (c) this Agreement constitutes a legal, valid and binding obligation of SELLER, enforceable against SELLER in accordance with the terms thereof; and (d) SELLER has received no notice of and has no knowledge of any actual or proposed taking in condemnation of all or any part of the Subject Property, or dedication of same to any public or quasi-public use or any known threatened or pending litigation affecting the Subject Property. SELLER covenants that all of the representations set forth in this Agreement will be true and correct at the time of Closing.

Representations of Seller. 32 SECTION 6.02. Corporate Existence....................................... 33 SECTION 6.03.

Representations of Seller. Seller hereby represents and warrants as of the date hereof to Buyer as follows: 8.1.1. Seller is a Delaware statutory trust duly formed, and validly existing and in good standing under the laws of the State of Delaware. Mission Trust Services, LLC is the Signatory Trustee of Seller. Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. Except for the Lender Approval, no authorization, consent, approval, or other action by any person, entity or governmental authority is required in connection with the Seller’s execution and delivery of this Agreement or the consummation of the transaction contemplated hereby. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. 8.1.2. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”). 8.1.3. Attached hereto as Schedule 8.1.3 is a true, correct and complete copy of the rent roll and aged delinquency report for the Property effective as of the date set forth thereon, which is the rent roll and aged delinquency report used by Seller in the ordinary course of business. 8.1.4. There is no claim, action, suit, investigation or proceeding, at law, in equity or otherwise, now pending or, to Seller’s actual knowledge, threatened against the Seller or with respect to the Property. 8.1.5. Except as set forth on Schedule 8.1.5, Seller has not received written notice of nor, to Seller’s actual knowledge, are there any pending condemnation or eminent domain proceedings which would affect any portion of the Property. 8.1.6. To Seller’s actual knowledge, during Seller’s ownership of the Property Seller has not received written notice of the violation of any applicable law, ordinance, order or regulation affecting the Property which violation remains uncured, except as set forth on Schedule 8.1.6. 8.1.7. Neither the execution nor the delivery of this Agreement or the documents contemplated hereby, nor the consummation of the conveyance of the Property to Buyer in accordance with the terms of this Agreement, will conflict with or cause a breach of any of the terms and conditions of, or constitute a default under, any agreement, commi...

Representations of Seller. 32 Section 6.02

Representations of Seller. The Seller shall make the following representations on which the Trustee shall rely in accepting the Receivables in trust and executing and authenticating the Certificates. The representations shall speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Trustee.

Representations of Seller. Seller represents to Buyer that:

Representations of Seller. The Seller makes the following ------------------------- representations on which the Insurer shall be deemed to have relied in executing and delivering the Note Policy and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, Collateral Agent, Trust Collateral Agent and Backup Servicer may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, in the case of Initial Receivables, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Receivables, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.