ACS Representations and Warranties. ACS hereby represents and warrants to LENDER the following: (i) ACS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. ACS is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations. (ii) ACS has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by ACS and constitutes a valid, legal and binding agreement of ACS, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by ACS of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of ACS, (ii) any laws applicable to ACS in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject. (iv) ACS owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party. (v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of ACS’s knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Servicing Agreement (Goal Capital Funding, LLC), Federal Ffel Servicing Agreement (Goal Capital Funding, LLC), Servicing Agreement (Goal Capital Funding, LLC)
ACS Representations and Warranties. ACS hereby represents and warrants to LENDER the following:
(i) ACS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. ACS is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations.
(ii) ACS has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement.
(iii) This Agreement has been duly authorized, executed and delivered by ACS and constitutes a valid, legal and binding agreement of ACS, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by ACS of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of ACS, (ii) any laws applicable to ACS in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject.
(iv) ACS owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party.
(v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of ACS’s knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement.. Executed as of the day and year first above written. By: /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx, Managing Director By: /s/ Mxxxxx Xxxxxx Mxxxxx Xxxxxx, Senior Vice President By: /s/ Rxxx X. Xxxx Rxxx X. Xxxx, President President Confidential and Proprietary 17
Appears in 1 contract
Samples: Origination/Servicing Agreement (Higher Education Funding I)
ACS Representations and Warranties. ACS hereby represents and warrants to LENDER the following:
(i) ACS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. ACS is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations.
(ii) ACS has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement.
(iii) This Agreement has been duly authorized, executed and delivered by ACS and constitutes a valid, legal and binding agreement of ACS, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by ACS of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of ACS, (ii) any laws applicable to ACS in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject.
(iv) ACS owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party.
(v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of ACS’s knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement.. Confidential and Proprietary 15
Appears in 1 contract
ACS Representations and Warranties. ACS hereby represents and warrants to LENDER the following:
(i) ACS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. ACS is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations.
(ii) ACS has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement.
(iii) This Agreement has been duly authorized, executed and delivered by ACS and constitutes a valid, legal and binding agreement of ACS, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by ACS of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of ACS, (ii) any laws applicable to ACS in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject.
(iv) ACS owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party.
(v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of ACS’s knowledge threatened against it, which would materially Confidential and adversely affect its ability to perform its obligations under this Agreement.Proprietary 15
Appears in 1 contract
