Covenants, Representations and Warranties of the Seller. 3.1 Upon the effectiveness of this Amendment, the Seller hereby reaffirms all covenants, representations and warranties made by it in the RPA and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
3.2 The Seller hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Seller Default or Potential Seller Default shall exist under the RPA.
Covenants, Representations and Warranties of the Seller. The Seller ------------------------------------------------------- represents and warrants to, and covenants with, the Purchaser that:
a. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and sell the Mortgage Loans;
b. The Seller has full corporate power and authority to execute, deliver and perform under this Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Agreement has been fully executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms;
c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Seller in connection with the execution, delivery or performance by the Seller of this Agreement, or the consummation by it of the transaction contemplated hereby;
d. There is no action, suit, proceeding, investigation or litigation pending or, to the Seller's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, the execution, delivery or enforceability of this Agreement, or the Seller's ability to perform its obligations under this Agreement; and
e. Immediately prior to payment of the purchase price for the Mortgage Loans, the Seller is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever.
Covenants, Representations and Warranties of the Seller. 3.01. Upon the effectiveness of this Amendment, each of the Seller and the Servicer hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase Agreement, as further amended by this Amendment, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the Effective Date.
3.02. Each of the Seller and the Servicer hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) upon the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an Early Amortization Event or which, with the giving of notice of the lapse of time, or both, would constitute an Early Amortization Event.
Covenants, Representations and Warranties of the Seller. (1) The Seller hereby gives and makes on and as of the date hereof, to and for the benefit of the Series 2020-1 Co-Owner, those covenants, representations and warranties set forth in Sections 2.3, 2.4 and 2.6 of the Pooling and Servicing Agreement contemplated to be given or made on a Closing Date, to the same effect as if such covenants, representations and warranties were set forth herein in full. For the purposes of Sections 2.3(1)(e) and 8.2(1)(f) of the Pooling and Servicing Agreement, the following proceedings are disclosed: (A) In October, 2004, a motion for authorization to proceed with a class action against the Seller and a number of other banks was filed by a Quebec-based consumers’ group. The class action alleges that the cash advance transaction fees charged by the Seller (and other banks) are not permitted under the Consumer Protection Act (Quebec). The claim seeks a return of all fees assessed against cardholders for cash advances, plus interest and punitive damages of $200 per class member. The class action was certified against CT Bank on November 1, 2006. The class is comprised of all persons in Quebec who have a credit card agreement with CT Bank and who have paid fees for cash advances in Canada or abroad between October 1, 2001 and September 30, 2010. Class counsel has agreed to ask the Court to approve the discontinuance of the class action without cost. The approval of the court to discontinue the class action has yet to be obtained; and (B) in May 2014, the Seller, CTS and Canadian Tire were served with an action before the Court of Queen’s Bench of Saskatchewan. Also named as defendants were Mastercard, Visa, several other banks and two national retailers. The class action alleges that the defendants have conspired to create and impose rules that have resulted in merchants paying more for credit card acceptance than they would have in a truly free and competitive marketplace. The class action has not yet been certified. The class is all merchants in Canada who accepted Visa or Mastercard branded credit cards commencing in 1992. The claim seeks compensatory damages and a disgorgement of fees. The plaintiff is also seeking punitive damages and injunctive relief. In 2015, the Court in Saskatchewan made an order staying this class action pending resolution of other similar class actions related to merchant fees. The Seller is not a party to these other class actions. The Seller hereby agrees to indemnify and save the Series 2020-1 Co-O...
Covenants, Representations and Warranties of the Seller. Each Seller hereby gives and makes on and as of the date hereof, to and for the benefit of the Series 1997-1 Co-Owner, those covenants, representations and warranties set forth in Sections 2.3, 2.4 and 2.6 of the Pooling and Servicing Agreement contemplated to be given or made on a Closing Date, to
Covenants, Representations and Warranties of the Seller.
1. The Seller hereby gives and makes on and as of the date hereof, to and for the benefit of the Series 2023- 2 Co-Owner, those covenants, representations and warranties set forth in Sections 2.3, 2.4 and 2.6 of the Pooling and Servicing Agreement contemplated to be given or made on a Closing Date, to the same effect as if such covenants, representations and warranties were set forth herein in full.
2. The representations and warranties set forth in this Section 2.4 shall survive the Transfers of undivided co- ownership interests in the Account Assets to the Series 2023-2 Co-Owner.
Covenants, Representations and Warranties of the Seller and the Servicer. ----------------
3.1 Upon the effectiveness of this Amendment, each of Seller and SSI hereby reaffirms all covenants, representations and warranties made by it, to the extent the same are not amended hereby, in the Purchase Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this Amendment.
3.2 Each of Seller and SSI hereby represents and warrants as to itself (i) that this Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon the effectiveness of this Amendment, no event shall have occurred and be continuing which constitutes an Amortization Event or a Potential Amortization Event.
Covenants, Representations and Warranties of the Seller. 3.1 Upon the effectiveness of this Amendment, each of the Seller and the Collection Agent hereby reaffirms all covenants, representations and warranties made by it in the Sale Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.
3.2 Each of the Seller and the Collection Agent hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Event of Termination or event or circumstance which, with the giving of notice or the passage of time or both, would constitute an Event of Termination, shall exist under the Sale Agreement.
Covenants, Representations and Warranties of the Seller. (1) The Seller hereby gives and makes on and as of the date hereof, to and for the benefit of the Series 2024-1 Co-Owner, those covenants, representations and warranties set forth in Sections 2.3, 2.4 and 2.6 of the Pooling and Servicing Agreement contemplated to be given or made on a Closing Date, to the same effect as if such covenants, representations and warranties were set forth herein in full.
(2) In addition, the Seller hereby gives and makes on and as of the date hereof, to and for the benefit of the Series 2024-1 Co-Owner, the following covenants, representations and warranties:
(a) the Seller shall promptly notify the Custodian and the Series 2024-1 Co-Owner promptly on becoming aware of any Amortization Event in respect of the Series 2024-1 Ownership Interest or servicer termination event in respect of the Series 2024-1 Ownership Interest, or any event which with notice or lapse of time would become an Amortization Event in respect of the Series 2024-1 Ownership Interest or servicer termination event in respect of the Series 2024-1 Ownership Interest.
Covenants, Representations and Warranties of the Seller. The Seller represents and warrants to, and covenants with, the Assignee that:
a. The representations and warranties made by the Seller under Subsection 7.01 and Subsection 7.02 of the Purchase Agreement are true and correct in all material respects as of the date hereof and no event has occurred which, with notice or the passage of time, would constitute a default under the Purchase Agreement.
b. The Seller acknowledges and agrees that upon execution of this Agreement, [___________] shall become the "Purchaser" under the Purchase Agreement, and all representations, warranties and covenants by the Seller as the "Seller" thereunder, including, but not limited to, the representations, warranties and covenants to repurchase any Mortgage Loan and to indemnify the "Purchaser", shall accrue to [__________] by virtue of this Agreement.
