Purchase or Substitution Required upon Breach of Certain Representations and Warranties Sample Clauses

Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by the Issuer or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the Related Security, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days from the date it was notified of, or otherwise discovers, such breach, cure such breach, or, (1) if the breach relates to a particular Contract, Receivable or Related Security and is not cured, either (a) purchase the Issuer's interest in such Loan Document and the related Receivable and Related Security from the Issuer at the Purchase Price or (b) provide a Substitute Contract or (2) if the breach relates to a representation or warranty (as set forth in Section 3.01(a) herein) regarding the Contracts as a whole and is not cured by Trendwest, either (a) purchase the Issuer's interest in such non-conforming Contract or Contracts and the related Receivables from the Issuer or (b) provide Substitute Contracts as set forth above, so that the representations and warranties (as set forth in Section 3.01(a) herein) are correct, as evidenced by a certificate of an officer of Trendwest to the Trustee. The Purchase Price for a purchased Contract shall be paid, and any Substitute Contract shall be delivered, by Trendwest to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that the obligation of Trendwest to cure or purchase or replace any Contract as to which such a breach has occurred shall constitute the sole remedy respecting such breach available to the Issuer, the Holders of Notes or the Trustee on behalf of such Holders (except for any indemnities provided under Section 4.01(j) hereof or any obligations under the Indenture) for any losses, claims, damages and liabilities arising from the Issuer's interest in such Contract or the inclusion of the Issuer's interest in such Contract in the Trust Estate.
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Purchase or Substitution Required upon Breach of Certain Representations and Warranties. Upon discovery by TFI or any of the Sellers of the breach of any representations or warranties set forth in Section 3.01 or 3.02 hereof which materially and adversely affects the value of a Contract, Receivable, the related Credits, or the interests of the Holders of the Notes, or a breach of any of the representations and warranties set forth in Sections 3.01(a)(v), 3.01(a)(vi), 3.01(a)(vii), 3.01(a)(xiii), 3.01(a)(xiv), 3.01(a)(xvi), 3.01(a)(xxii) or 3.01(a)(xxiii) hereof, the party discovering such breach shall give prompt written notice to the other parties. Trendwest shall, within 30 days
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Purchase or Substitution Required upon Breach of Certain Representations and Warranties. (a) The representations, warranties and agreements of the Initial Manager set forth in Section 4.03 with respect to each Railcar, Lease and other Railcar Assets shall survive so long as such Railcar, Lease and other Railcar Assets remains subject to the Lien of the Indenture. Upon discovery by the Initial Manager or any Company that any of such representations or warranties was incorrect as of the time made, the party making such discovery shall give prompt notice to the others, to the Class A Note Insurer and to the Indenture Trustee. In the event that the failure of any such representation or warranty (other than the representation and warranty set forth in Section 4.03(pp)) to be correct at the time as of which it was made materially and adversely affects the interests of the Holders of the Notes in any Railcar or Lease which is the subject of such representation or warranty, the Initial Manager shall eliminate or cure such circumstance or condition within 45 days of having actual knowledge of, or receiving notice of, such breach, or the Initial Manager shall take such steps as are necessary to (a) if a Lease is the subject of such representation or warranty, Purchase all of the Railcars covered by such Lease (and the related Lease and other Railcar Assets relating solely to such Railcars) at the Purchase Price in accordance with this Section 4.04, (b) if a Railcar is the subject of such representation or warranty, purchase such Railcar at the Purchase Price in accordance with this Section 4.04 or (c) if a Railcar is the subject of such representation or warranty, provide a Substitute Railcar meeting all of the requirements of Section 4.03, complying with the Concentration Limits and having a Stated Value which, when aggregated with the Stated Values of all other substitute Railcars then being substituted, shall be no less than the aggregate Stated Value of all Railcars then being replaced, so that the representations and warranties with respect to such Railcar or Lease, as applicable, are correct. In the event of any breach of the representation or warranty set forth in Section 4.03(pp), the obligation of the Manager to Purchase or provide Substitute Railcars shall apply to the extent required to cure such breach. For the avoidance of doubt, this Section 4.04 shall not apply to any Successor Manager. (b) Any Purchase of a Railcar (and any related Lease and other Railcar Assets) or other payment required of the Initial Manager pursuant to this Section 4...
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Purchase or Substitution Required upon Breach of Certain Representations and Warranties. If LFG (i) is required to repurchase any Lease Contract or (ii) instead elects to assign to LFC VI a Substitute Lease Contract pursuant to the terms of the Lease Acquisition Agreement, then LFC VI shall promptly enforce such requirement or election thereunder. Concurrently with LFG's repurchase of any Lease Contract from LFC VI under the Lease Acquisition Agreement, LFC VI shall promptly repurchase any Lease Receivable related to any such Lease Contract from the Issuer at the Lease Receivable Repurchase Price. Concurrently with LFG's assignment to LFC VI of any Substitute Lease Contract under the Lease Acquisition Agreement, LFC VI shall promptly assign to the Issuer the Substitute Lease Receivable derived from such Substitute Lease Contract and a security interest in the Related Security of such Substitute Lease Receivable. LFC VI shall provide to the Issuer an officer's certificate confirming that LFC VI's representations and warranties in Section 3.01 are true and correct as to any Substitute Lease Receivable. The Lease Receivable Repurchase Price for a repurchased Lease Receivable shall be paid, and any Substitute Lease Receivable, the security interest in any Related Security of such Substitute Lease Receivable and any documentation related thereto shall be delivered, by LFC VI to the Issuer in accordance with Section 3.04(c) hereof. It is understood and agreed that if any repurchase or substitution of a Lease Receivable relates to a cure of a breach under Section 3.01, above, such repurchase or substitution of such Lease Receivable and any indemnities provided under Section 4.01(j) hereof or under the Indenture shall constitute the sole remedy respecting such breach available to the Issuer and its assigns for any losses, claims, damages and liabilities arising from the Issuer's ownership of such Lease Receivable or the inclusion of such Lease Receivable and the interests in the Related Security in the Trust Estate.
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Related to Purchase or Substitution Required upon Breach of Certain Representations and Warranties

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser's assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

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