Section 3 Representations Clause Samples
Section 3 Representations sets out the statements of fact or assurances that each party makes to the other at the time of entering into the agreement. These representations typically cover matters such as authority to enter the contract, compliance with laws, ownership of assets, or absence of legal disputes. By including these representations, the clause helps ensure that both parties have accurate information and a clear understanding of each other's legal and factual position, thereby reducing the risk of misunderstandings or misrepresentations.
Section 3 Representations. In Section 3:
(a) (Repetition): After “Section 3(f)” in line 2, insert “, 3(g), 3(h), 3(i), 3(j), 3(k) and 3(l)”.
(b) (Consents): Section 3(a)(v) is amended by adding immediately after the words “creditors’ rights generally” the following: “(including in the case of a Party being an ADI (as that term is defined in the Banking ▇▇▇ ▇▇▇▇ (Cth)), section 86 of the Reserve Bank Act, 1959 (Cth) and Section 13A(3) of the Banking Act, 1959 (Cth) or any other analogous provision under any law applicable to a party).”.
(c) (Extra Representations): Insert the following new paragraphs (g), (h), (i), (j), (k) and (l) immediately after Section 3(f):
Section 3 Representations. Each of the Seller and Servicer represent and warrant as of the date of this Amendment as follows:
(i) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;
(ii) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not contravene (A) its charter, by-laws, or other organizational documents, or (B) any Requirements of Law applicable to it;
(iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment by or against it;
(iv) this Amendment has been duly executed and delivered by it;
(v) this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity;
(vi) it is not in default under the Agreement; and
(vii) there is no Early Amortization Event, Servicer Termination Event or event that, with the giving of notice or the lapse of time, or both, would become an Early Amortization Event or Servicer Termination Event.
(viii) the Seller certifies by execution hereof that this Amendment will not jeopardize its status as a qualifying special purpose entity under FASB 125 Statement, as amended and interpreted.