Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.
Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.
Remedies for Breach of Representations and Warranties of the Assignor The Assignor hereby acknowledges and agrees that in the event of any breach of the representations and warranties made by the Assignor set forth in Section 4 hereof that materially and adversely affects the value of the Mortgage Loans or the interest of the Assignee or the Trustee therein, within sixty (60) days of the earlier of either discovery by or notice to the Assignor of such breach of a representation or warranty, it shall cure, purchase, cause the purchase of, or substitute for the applicable Mortgage Loan in the same manner and subject to the conditions set forth in Section 2.03 of the Standard Terms to the Trust Agreement with respect to the Assignee’s obligations to provide certain representations and warranties for the Mortgage Loans.
Representations and Warranties Remedies and Breach 18 ARTICLE IV....................................................................35
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:
Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS (a) Each Pledgor represents, warrants and covenants that:
Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.
Representations, Warranties and Covenants of the Pledgor (a) The Pledgor represents, warrants and covenants that:
Warranties and Representations 7.1 Customer warrants and represents with respect to all of The Xxxx(s) sold to SYSTRAN that (a) The Xxxx(s) are genuine and in all respects what they purport to be; (b) Customer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the laws and the regulations of the Federal Highway Administration or other federal regulatory agency, and the appropriate state regulatory commission or made according to lawful and valid contracts which Customer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the terms of the original Bills or Special Purchase Bills or xxxx of lading with respect to same; (f) there are no counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or granting of any discount on The Xxxx(s); (g) The Xxxx(s) are not a duplicate of and do not cover the same services provided or goods sold as a Xxxx or Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or billed directly by the Customer to the Debtor; (h) Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no Debtors control or exercise dominion over the business of Customer; (i) Customer will not under any circumstances or in any manner whatsoever interfere with any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods described in The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.
