Common use of Representations and Warranties and Agreements Clause in Contracts

Representations and Warranties and Agreements. (a) Representations and warranties and agreements by the Buyer with respect to Initial Purchases and Future Purchases, which shall survive the purchase of Receivables by the Buyer: (i) The Buyer represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware and that it: (i) has procured all licenses, permits and consents required by law to entitle the Buyer to enter into and perform this Agreement; and (ii) will take all action necessary to keep such licenses, permits and consents in full force and effect during the term of this Agreement. (ii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement and any other document or instrument delivered by Buyer pursuant thereto to which Buyer is a party and the consummation by Buyer of the transactions provided for in this Agreement have been duly authorized by Buyer by all necessary action on the part of Buyer. (iii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement, the performance by Buyer of the transactions contemplated by this Agreement and the fulfillment by Buyer of the terms of this Agreement applicable to Buyer, will not conflict with or violate any requirements of law applicable to Buyer or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Buyer is a party or by which it or its properties are bound. (iv) The Buyer represents and warrants that there are no judicial or administrative proceedings pending or to its best knowledge threatened against it before any Governmental Authority (a) asserting the invalidity of this Agreement, (ii) seeking any determination or ruling that, in its reasonable judgment, would materially and adversely affect the performance by Buyer of its obligations under this Agreement, (iii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iv) seeking any determination or ruling that, in the reasonable judgment of Buyer, would materially and adversely affect the validity or enforceability of this Agreement. (v) The Buyer represents and warrants that this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (b) Representations and warranties and agreements by the Seller with respect to Initial Purchases and Future Purchases, which shall survive the sale of Receivables to Buyer: (i) The Seller represents and warrants that, as of each Purchase Date, the relevant Assignment provided for in Section 4 above will vest in the Buyer the entire right, title and interest in, to and under the Receivables sold and assigned thereby and in the money due or to become due in respect of such Receivables and in the proceeds of collection thereof, free from liens, encumbrances, claims of third parties, offsets, counterclaims or defenses, except offsets, counterclaims or defenses which, as of the Purchase Date on which the Receivables in question are sold and assigned, have not been asserted or, if asserted, have not been established, either to the Seller’s satisfaction or by final judgment or order of a court having jurisdiction, to be valid. (ii) The Seller represents and warrants that the execution and delivery by Seller of this Agreement and any other document or instrument delivered by Seller pursuant thereto to which Seller is a party and the consummation by Seller of the transactions provided for in this Agreement have been duly authorized by Seller by all necessary action on the part of Seller. (iii) The Seller represents and warrants that the execution and delivery by Seller of this Agreement and each Assignment, the performance by Seller of the transactions contemplated by this Agreement and each Assignment and the fulfillment by Seller of the terms of this Agreement applicable to Seller, will not conflict with or violate any requirements of law applicable to Seller or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it or its properties are bound. (iv) The Seller represents and warrants that all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Seller in connection with the execution and delivery by Seller of this Agreement and the performance by seller of the transactions contemplated by this Agreement and the sale of Receivables pursuant to this Agreement and each Assignment have been duly obtained, effected or given and are in full force and effect. (v) The Seller represents and warrants that there are no judicial or administrative proceedings pending or to its best knowledge threatened against it before any Governmental Authority (a) asserting the invalidity of this Agreement, (b) seeking any determination or ruling that, in its reasonable judgment, would materially and adversely affect the performance by Seller of its obligations under this Agreement, (c) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (d) seeking any determination or ruling that, in the reasonable judgment of Seller, would materially and adversely affect the validity or enforceability of this Agreement. (vi) The Seller represents and warrants that this Agreement and each Assignment constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (vii) The Seller represents and warrants that all Sold Receivables (a) were created in compliance in all material respects with all Requirements of Law applicable to the Seller, (b) constitute Receivables as to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such receivables have been duly obtained, effected or given and are in full force and effect, (c) at the time of their sale to the Buyer, constitute Receivables as to which the Seller had good and marketable title thereto, (d) at the time of their sale to the Buyer, constitute Receivables that have not been waived or modified except in accordance with the normal and customary credit practices of the Seller and which waiver or modification are reflected in the Seller’s or Servicers’ computer file of accounts, and (e) at the time of their sale to the Buyer constituted either an “account” or a “general intangible” under and as defined in Article 9 of the UCC as then in effect in any state where the filing of a financing statement is then required to perfect the Buyer’s interest in the Sold Receivables and the proceeds thereof. (viii) The Seller represents and warrants that all Sold Receivables constitute legal, valid and binding payment obligations of the Cardmember thereon enforceable against such Cardmember in accordance with its terms except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (ix) The Seller agrees to maintain or cause to be maintained accurate and complete records with respect to all Sold Receivables (including such as will enable the Buyer to fully identify all Sold Receivables), to retain such records for at least such periods of time as they are retained under the Seller’s present practice and to deliver to the Buyer, on demand, copies of any records required by the Buyer in connection with the Buyer’s enforcement of its rights under this Agreement.

Representations and Warranties and Agreements. (a) Representations and warranties and agreements by the Buyer with respect to Initial Purchases and Future Purchases, which shall survive the purchase of Receivables by the Buyer: (i) The Buyer represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware and that it: (i) has procured all licenses, permits and consents required by law to entitle the Buyer to enter into and perform this Agreement; and (ii) will take all action necessary to keep such licenses, permits and consents in full force and effect during the term of this Agreement. (ii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement and any other document or instrument delivered by Buyer pursuant thereto to which Buyer is a party and the consummation by Buyer of the transactions provided for in this Agreement have been duly authorized by Buyer by all necessary action on the part of Buyer. (iii) The Buyer represents and warrants that the execution and delivery by Buyer of this Agreement, the performance by Buyer of the transactions contemplated by this Agreement and the fulfillment by Buyer of the terms of this Agreement applicable to Buyer, will not conflict with or violate any requirements of law applicable to Buyer or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Buyer is a party or by which it or its properties are bound. (iv) The Buyer represents and warrants that there are no judicial or administrative proceedings pending or to its best knowledge threatened against it before any Governmental Authority (a) asserting the invalidity of this Agreement, (ii) seeking any determination or ruling that, in its reasonable judgment, would materially and adversely affect the performance by Buyer of its obligations under this Agreement, (iii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iv) seeking any determination or ruling that, in the reasonable judgment of Buyer, would materially and adversely affect the validity or enforceability of this Agreement. (v) The Buyer represents and warrants that this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (b) Representations and warranties and agreements by the Seller with respect to Initial Purchases and Future Purchases, which shall survive the sale of Receivables to Buyer: (i) The Seller represents and warrants that, as of each Purchase Date, the relevant Assignment provided for in Section 4 above will vest in the Buyer the entire right, title and interest in, to and under the Receivables sold and assigned thereby and in the money due or to become due in respect of such Receivables and in the proceeds of collection thereof, free from liens, encumbrances, claims of third parties, offsets, counterclaims or defenses, except offsets, counterclaims or defenses which, as of the Purchase Date on which the Receivables in question are sold and assigned, have not been asserted or, if asserted, have not been established, either to the Seller’s satisfaction or by final judgment or order of a court having jurisdiction, to be valid. (ii) The Seller represents and warrants that the execution and delivery by Seller of this Agreement and any other document or instrument delivered by Seller pursuant thereto to which Seller is a party and the consummation by Seller of the transactions provided for in this Agreement have been duly authorized by Seller by all necessary action on the part of Seller. (iii) The Seller represents and warrants that the execution and delivery by Seller of this Agreement and each Assignment, the performance by Seller of the transactions contemplated by this Agreement and each Assignment and the fulfillment by Seller of the terms of this Agreement applicable to Seller, will not conflict with or violate any requirements of law applicable to Seller or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it or its properties are bound. (iv) The Seller represents and warrants that all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Seller in connection with the execution and delivery by Seller of this Agreement and the performance by seller Seller of the transactions contemplated by this Agreement and the sale of Receivables pursuant to this Agreement and each Assignment have been duly obtained, effected or given and are in full force and effect. (v) The Seller represents and warrants that there are no judicial or administrative proceedings pending or to its best knowledge threatened against it before any Governmental Authority (a) asserting the invalidity of this Agreement, (b) seeking any determination or ruling that, in its reasonable judgment, would materially and adversely affect the performance by Seller of its obligations under this Agreement, (c) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (d) seeking any determination or ruling that, in the reasonable judgment of Seller, would materially and adversely affect the validity or enforceability of this Agreement. (vi) The Seller represents and warrants that this Agreement and each Assignment constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (vii) The Seller represents and warrants that all Sold Receivables (a) were created in compliance in all material respects with all Requirements of Law applicable to the Seller, (b) constitute Receivables as to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such receivables have been duly obtained, effected or given and are in full force and effect, (c) at the time of their sale to the Buyer, constitute Receivables as to which the Seller had good and marketable title thereto, (d) at the time of their sale to the Buyer, constitute Receivables that have not been waived or modified except in accordance with the normal and customary credit practices of the Seller and which waiver or modification are reflected in the Seller’s or Servicers’ computer file of accounts, and (e) at the time of their sale to the Buyer constituted either an “account” or a “general intangible” under and as defined in Article 9 of the UCC as then in effect in any state where the filing of a financing statement is then required to perfect the Buyer’s interest in the Sold Receivables and the proceeds thereof. (viii) The Seller represents and warrants that all Sold Receivables constitute legal, valid and binding payment obligations of the Cardmember thereon enforceable against such Cardmember in accordance with its terms except as such enforceability may be limited by applicable debtor relief laws or general principles of equity. (ix) The Seller agrees to maintain or cause to be maintained accurate and complete records with respect to all Sold Receivables (including such as will enable the Buyer to fully identify all Sold Receivables), to retain such records for at least such periods of time as they are retained under the Seller’s present practice and to deliver to the Buyer, on demand, copies of any records required by the Buyer in connection with the Buyer’s enforcement of its rights under this Agreement.