General Representations and Warranties of the Seller. The Seller represents and warrants to the Trust (in its capacity as Seller and as Servicer), and acknowledges that the Trust is relying upon such representations and warranties in consummating the transactions contemplated hereby that as of the Closing Date and as of the date of each Increase:
(a) the Seller is a corporation duly incorporated and existing under its jurisdiction of incorporation, the Seller is not a “non-resident” of Canada for the purposes of the Income Tax Act (Canada) and the Seller is duly qualified, licensed or registered in each of the provinces of Canada to carry on its present business and operations, except where the failure to be so qualified, licensed or registered could not reasonably be expected to have a Material Adverse Effect;
(b) the execution, delivery and performance by the Seller of this Agreement and all other instruments, agreements and documents to be delivered by it hereunder, and the transactions contemplated hereby and thereby, are within the Seller’s powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Seller’s constating documents or by-laws, (ii) any resolution of its board of directors (or any committee thereof) or shareholders or (iii) any law or any contractual restriction binding on or affecting the Seller (including pursuant to any indentures, loan or credit agreements, leases, mortgages or security agreements), the contravention of which could reasonably be expected to have a Material Adverse Effect, and do not result in or require the creation of any Security Interest (other than any Security Interest created pursuant to this Agreement and the Related Security, the Blocked Account Claims, or Security Interests permitted by this Agreement), upon or with respect to any of its properties, and the consummation of the transactions contemplated hereby does not require approval of shareholders or approval or consent of any Person under any contract to which the Seller is a party;
(c) no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement or any other instrument, agreement or document to be delivered hereunder or thereunder except (i) those that have already been given, filed or obtained, as the case may be, and (ii) financing statements filed in favour of the Trust;
(d) this Agreement and the other instrum...
General Representations and Warranties of the Seller. The Seller represents and warrants as of each Closing Date and as of each Addition Date, or as of such other date specified in such representation and warranty, that:
General Representations and Warranties of the Seller. The Seller, in addition to its other representations and warranties contained herein or made pursuant hereto, hereby represents and warrants to the Buyer, on and as of the date hereof, the Closing Date, each Settlement Date on which the Net Investment is increased, and each date on which a Reinvestment is made, that:
General Representations and Warranties of the Seller. The Seller represents and warrant to the Buyer as set forth below.
General Representations and Warranties of the Seller. Each Seller as to him, her or itself (as well as to the other Seller) hereby represents and warrants to Buyer that the following statements are true and correct as of the date hereof and shall be true as of the Closing Date:
General Representations and Warranties of the Seller. 7.1 Party B has the full authority to sign this contract and perform all its obligations under this contract. Party B’s signing of this contract and performance of its obligations under this contract will not conflict with any laws, regulations, provisions, authorization or approval of any government agency or department, or any contract or agreement which Party B is a party to or is bound by, nor will lead to violation of the above provisions, or constitute non performance or failure to perform the above provisions.
7.2 Each Recipient hereby makes the following representations, warranties and commitments:
General Representations and Warranties of the Seller. (a) At the date of execution hereof it is entitled to enter into and perform the Agreement, the Promised Agreement and the Distribution Agreement.
(b) Except of: (i) the Antimonopoly Approval and (ii) release of the TC Guarantees , no administrative decisions or other consents should be obtained by the Seller in order to enter into the Agreement, the Promised Agreement or the Distribution Agreement. In particular, the consent of the Pledgee shall not be required for the effective and valid transfer of the Shares from the Seller to the Buyer under the Promised Agreement.
(c) Execution of the Agreement, the Promised Agreement and the Distribution Agreement is not in breach of the Statutes and other corporate documents of the Seller.
(d) The Seller has obtained all corporate approvals necessary for the execution and performance of this Agreement, the Promised Agreement and the Distribution Agreement, including but not limited to appropriate resolutions of CEDC’s Board of Directors, and has provided to the Buyer copies of all such approvals on or prior to the date of this Agreement.
General Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that, as of the applicable Purchase Date:
(a) The Seller is an eligible lender or other qualified holder of loans originated pursuant to FFELP;
(b) The Seller is duly organized and existing under the laws of its governing jurisdiction; and
(c) The Seller has all requisite power and authority to enter into and to perform the terms of this Purchase Agreement, any Subsequent Purchase Agreement, the Initial Xxxx of Sale and any Subsequent Xxxx of Sale and, upon execution, each such document shall be enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a Proceeding at law or in equity).
General Representations and Warranties of the Seller. 9.1 Xx Xxxxxxxx is a natural person operating business legally in accordance with PRC laws with all civil abilities to enter into this Contract and fulfill all of their obligations stipulated herein. Signing this Contract and fulfilling all of their obligations stipulated herein by Xx Xxxxxxxx shall not contravene or result in the violation of or constitute a failure to fulfill or an inability to fulfill any of the stipulations in any laws, regulations, stipulations, any authorization or approval from any government body or department or the stipulations of any contract or agreement that Xx Xxxxxxxx is a party to or is bound by.
General Representations and Warranties of the Seller. The Seller, in addition to its other representations and warranties contained herein or made pursuant hereto, hereby represents and warrants to the Administrative Agent, the Managing Agents and the Buyers, on and as of the date hereof, the Closing Date, each date on which the Liberty Net Investment or the Gotham Net Investment is increased, and each date on which a Reinvestment is made, that:
