Agreements, Representations and Warranties. Each of Holdings and the US Borrower further agrees, represents and warrants to the Collateral Agent and the Secured Parties that:
(a) as of the Effective Date, the Assigned Contracts are in full force and effect, there being no default thereunder by Holdings or the US Borrower. Holdings and the US Borrower will not permit any waiver, supplement, amendment, change or modification to be made to the Assigned Contracts, except as permitted in accordance with the Credit Agreement, without the written consent of the Collateral Agent; and
(b) it has the right, power and authority to grant to the Collateral Agent a security interest in its right, title and interest in and to the Assigned Contracts. It has not heretofore hypothecated, assigned, mortgaged, pledged, encumbered or otherwise transferred its right, title or interest under the Assigned Contracts in any manner to any person other than the Collateral Agent, nor will it do so at any time hereafter without the Collateral Agent’s prior written consent in each instance. Any such hypothecation, assignment, mortgage, pledge or encumbrance without the Collateral Agent’s consent shall be void and of no force or effect.
Agreements, Representations and Warranties. Seller represents and warrants as of the date hereof and immediately prior to the Effective Date, and (with respect to clause (e)) covenants as follows:
Agreements, Representations and Warranties. The Releasing Party agrees, represents and warrants to the Company that:
(a) The Releasing Party is legally and mentally competent to sign this Release.
(b) The Releasing Party is the sole owner of any and all Released Claims that have been or could have been asserted, the Releasing Party has the requisite capacity and authority to enter into this Release, the Releasing Party has not transferred, pledged or otherwise assigned or hypothecated to any other Person all or any portion of any Released Claims or any rights or entitlements with respect thereto and the execution and delivery of this Release does not, or will not, violate or conflict with the terms of any statute or contract to which the Releasing Party is a party or by which the Releasing Party otherwise is bound.
(c) Neither Party shall disparage or make negative comments about the other Party; provided that this Section 6(c) shall not apply to comments made to any Governmental Authority or as required by law.
(d) The Releasing Party does not possess any rights or claims to future employment with the Company, any Released Party or any of their Subsidiaries.
(e) The Releasing Party will cooperate with, and assist, the Company in defense of any claim, litigation or administrative proceeding brought against the Company or any other Released Party, as reasonably requested by the Company or any Released Party. Such cooperation and assistance shall include (i) interviews of the Releasing Party by legal counsel for the Company as reasonably requested by such counsel, (ii) the Releasing Party providing documents (or copies thereof) and executing affidavits as reasonably requested by such counsel, (iii) the Releasing Party appearing for depositions, trials, and other proceedings as reasonably requested by such counsel. Nothing in this Section 6(e) is intended to cause the Releasing Party to testify other than truthfully in any proceeding or affidavit.
(f) Other than the Terminated Agreements, the Releasing Party is not a party to any employment, severance, change of control, retention or consulting agreement, oral or written, between the Releasing Party and any Released Party providing the Releasing Party any right to employment or any consideration, bonus, or other amounts, whether as a result of the consummation of the Transactions or otherwise.
Agreements, Representations and Warranties. The agreements, representations and warranties of ARSC and Cartus Financial Corporation in this Agreement in each of their respective capacities as buyer, Seller and originator shall be deemed to be the agreements, representations and warranties of ARSC and Cartus Financial Corporation solely in each such capacity for so long as ARSC and Cartus Financial Corporation act in each such capacity under this Agreement, provided that nothing in this paragraph shall be deemed to limit the survival of such agreements, representations and warranties.
Agreements, Representations and Warranties. The agreements, representations and warranties of ARSC and Cartus in this Agreement in each of their respective capacities as Transferor and Servicer shall be deemed to be the agreements, representations and warranties of ARSC and Cartus solely in each such capacity for so long as ARSC and Cartus act in each such capacity under this Agreement, provided that nothing in this paragraph shall be deemed to limit the survival of such agreements, representations and warranties.
Agreements, Representations and Warranties. The agreements, representations and warranties of Cartus in this Agreement in its capacity as Servicer shall be deemed to be the agreements, representations and warranties of Cartus solely in such capacity for so long as Cartus acts in such capacity under this Agreement, provided that nothing in this paragraph shall be deemed to limit the survival of such agreements, representations and warranties.
Agreements, Representations and Warranties. The New Co-Borrower hereby (a) agrees to all the terms, conditions, covenants and other provisions of the Credit Agreement and the other Loan Documents applicable to it as a Co-Borrower thereunder and (b) represents and warrants that the representations and warranties made by it as a Co-Borrower thereunder are true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of the date hereof as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date. The New Co-Borrower hereby attaches supplements to the schedules to the Credit Agreement applicable to it.
Agreements, Representations and Warranties. Xxxxxx represents, warrants and agrees as follows:
(a) Lessee’s representations, warranties and agreements contained in the Master Lease are true, accurate, complete and effective as of the date hereof;
(b) (this clause (b) applies only if this Lease is designated as a Bank-Qualified Lease below) in order to enable Lessor to offer the interest rate contained in this Lease, Lessee represents and warrants that it has not issued, nor does it (taken together with the entities with which it must be aggregate pursuant to Section 265(b)(3)(E) of the Code) reasonably expect to issue (taking into account the Leases) more than $10 million of tax-exempt obligations (other than private activity bonds) for the calendar year during which the Lease becomes effective; as provided in Code Section 265(b)(3)(B)(II), Lessee specifically designates the Lease as a “qualified tax-exempt obligation” as provided by Code Section 265(b)(3);
(c) Lessee will take no action that will directly or indirectly affects the deductibility of that portion of Lessor’s interest expense allocable to this Lease;
(d) Lessee has made an available appropriation of and included in its current operating budget all Rentals for the Starting Term and the Termination Payment applicable to this Lease;
(e) Unless Property funds are escrowed, Xxxxxx has received, tested, and finally accepted the Property;
(f) The portion of the Rentals representing principal, when taken together with the principal portion outstanding under any other contract entered into by Lessee pursuant to the authority of O.C.G.A. § 36-60- 13, together with the amount of debt outstanding incurred by Lessee pursuant to Article IX, Section V, Paragraph I of the Constitution of Georgia of 1983, as amended, does not exceed 10% of the assessed value of all taxable property within the jurisdictional limits of Lessee;
(g) The Property that is the subject hereof has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within the calendar year in which this Lease is entered into for any of the four immediately preceding calendar years;
(h) If the Property subject to this Lease is real property: and unless the Property has been approved in the most recent referendum calling for the levy of a special county 1% sales and use tax pursuant to O.C.G.A. Tit. 48, Chapt. 8, Art. 3, Pt. 1, neither of the following has occurred:
(i) the average annual payments on the aggregate of all outstanding contracts entered i...
Agreements, Representations and Warranties. The agreements, representations and warranties of ARSC and Cendant Mobility Financial Corporation in this Agreement in each of their respective capacities as buyer, Seller and originator shall be deemed to be the agreements, representations and warranties of ARSC and Cendant Mobility Financial Corporation solely in each such capacity for so long as ARSC and Cendant Mobility Financial Corporation act in each such capacity under this Agreement, PROVIDED that nothing in this paragraph shall be deemed to limit the survival of such agreements, representations and warranties.
Agreements, Representations and Warranties. The agreements, representations and warranties of ARSC and CMSC in this Agreement in each of their respective capacities as Transferor and Servicer shall be deemed to be the agreements, representations and warranties of ARSC and CMSC solely in each such capacity for so long as ARSC and CMSC act in each such capacity under this Agreement, provided that nothing in this paragraph shall be deemed to limit the survival of such agreements, representations and warranties.
