SUCCESSOR TRUSTEE REPRESENTATIONS AND WARRANTY Sample Clauses

SUCCESSOR TRUSTEE REPRESENTATIONS AND WARRANTY. The Successor Trustee represents and warrants to the Resigning Trustee and the Company that, (a) it is duly organized and validly existing, (b) it is eligible to serve as Trustee, Paying Agent and Registrar under the Indenture and under the Trust Indenture Act of 1939, as amended, (c) the execution and delivery of this Instrument and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any contract,
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SUCCESSOR TRUSTEE REPRESENTATIONS AND WARRANTY. The Successor Trustee represents and warrants to the Resigning Trustee and the Company that, (a) it is duly organized and validly existing, (b) it is eligible to serve as Trustee, Paying Agent and Registrar under the Indenture and under the Trust Indenture Act of 1939, as amended, (c) the execution and delivery of this Instrument and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any contract, agreement, indenture or other instrument (including, without limitation, its certificate of
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SUCCESSOR TRUSTEE REPRESENTATIONS AND WARRANTY. The Successor Trustee represents and warrants to the Resigning Trustee and the Company that, (a) it is duly organized and validly existing under the laws of the state of its organization, (b) it is eligible to serve as Trustee, Registrar, Paying Agent and Note Custodian under the Indenture and under the Trust Indenture Act of 1939, as amended, and as Collateral Agent under the Collateral Agreements, (c) the execution and delivery of this Instrument and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any contract, agreement, indenture or other instrument (including, without limitation, its certificate of incorporation and by-laws) to which it is a party or by which it or its property is bound, or any judgment, decree or order of any court or governmental agency or regulatory body or law, rule or regulation applicable to it or its property, (d) this Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid and binding obligation, (e) the Successor Trustee has complied with all conditions precedent relating to the appointment of the Successor Trustee, as successor Trustee, Registrar, Paying Agent and Note Custodian under the Indenture, and as Collateral Agent under the Collateral Agreements for which the Successor Trustee is responsible, (f) the Successor Trustee satisfies the requirements of, and has no conflict under, Section 310 of the Trust Indenture Act of 1939, as amended, and (g) the Successor Trustee has made any and all filings as required under the Trust Indenture Act of 1939, as amended.
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Related to SUCCESSOR TRUSTEE REPRESENTATIONS AND WARRANTY

  • Indenture Trustee’s Representations and Warranties The Indenture Trustee represents and warrants to the Issuer as of the Closing Date:

  • Representations and Warranties of the Owner Trustee The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:

  • Representations and Warranties of Indenture Trustee The Indenture Trustee represents and warrants and any successor trustee shall represent and warrant that:

  • Additional Representations and Warranties of the Indenture Trustee The Indenture Trustee shall be deemed to represent to the Depositor, as of the date on which information is provided to The Depository Trust Company under Section 6.06 that, except as disclosed in writing to the Depositor prior to such date to the best of its knowledge, but without independent investigation: (i) neither the execution, delivery and performance by the Indenture Trustee of this Indenture or any indenture supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any indenture supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any indenture supplement, or of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or known to be threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Indenture Trustee to enter into this Indenture or any indenture supplement or to perform its obligations under this Indenture or any indenture supplement.

  • Representations and Warranties of the Indenture Trustee The Indenture Trustee hereby represents and warrants to the Issuer and for the benefit of the Noteholders, that, as of the Closing Date:

  • Issuer Representations and Warranties The Issuer represents and warrants that:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Representations and Warranties of Trustee The Trustee represents and warrants that:

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • CUSTODIAN REPRESENTATIONS AND WARRANTIES The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

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