Representations and Warranties as to the Seller. The Seller hereby represents and warrants to the Depositor and its affiliates and the Certificate Insurer, as of the Closing Date, that:
(a) The Seller is a corporation duly formed and validly existing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Property or the Seller is located or doing business, is in good standing in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary and is qualified to do business as a foreign corporation in each jurisdiction necessary to protect the validity and enforceability of this Agreement or any of the Home Equity Loans. The Seller has all requisite corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.
(b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Seller and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Seller and will not violate the Seller's Charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Seller or any of its properties.
(c) Each of this Agreement and the other Operative Documents to which the Seller is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a valid, legal and binding obligation of the Seller, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (y) by general principles of equity (whether considered in a proceeding or action in equity or at law), and (z) with respect to rights of indemnity or contribution under the se...
Representations and Warranties as to the Seller. The Seller represents and warrants to the Purchaser as follows:
Representations and Warranties as to the Seller. The Seller hereby represents and warrants to the Purchaser, as of the Startup Day, that:
Representations and Warranties as to the Seller. Each ----------------------------------------------- of the Seller and GP, Inc. hereby represents and warrants to the Purchasers that:
Representations and Warranties as to the Seller. The Seller shall make the following representations and warranties on which the Agent shall rely in accepting the Receivables on behalf of itself and the Purchasers and on which the Agent and the Purchasers may rely in making Purchases. The representations and warranties shall speak as of the date of execution and delivery of this Agreement, each Transfer Date and on each date on which a Purchase is made, but in each case shall survive the repayment in full of all Purchases and Obligations and the termination of this Agreement.
Representations and Warranties as to the Seller. The Seller makes the following representations and warranties to the other parties hereto and the Certificateholders. Such representations and warranties shall speak as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Contracts to the Trustee.
Representations and Warranties as to the Seller. Seller represents and warrants to the Buyer as of the date hereof as fol- lows:
Representations and Warranties as to the Seller. The Seller and the Parent, jointly and severally, represent and warrant to the Buyer as follows:
Representations and Warranties as to the Seller. Except as set forth in accordance with Section 1.3(p) in the disclosure letter delivered by the Seller to the Buyer immediately prior to the execution and delivery of this Agreement (the “Seller Disclosure Letter”), the Seller represents and warrants to the Buyer as follows:
Representations and Warranties as to the Seller. 22 Section 3.01. Organization, Qualifications, and Power....................................................22 Section 3.02. Authorization of Agreements, Etc...........................................................22 Section 3.03. Validity...................................................................................22 Section 3.04. Title to Seller's Interest.................................................................22 Section 3.05. Brokers' or Finders' Fees..................................................................23 Article IV. REPRESENTATIONS AND WARRANTIES AS TO THE PURCHASER AND THE GUARANTOR........................23
