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.
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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

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Incorporation of Certain Representations The representations and warranties set forth in Section 5 of the Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date.

  • 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 this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and 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. 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 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), 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.

  • 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 as follows:

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • 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.

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