REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 12 Sample Clauses

REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 12. Section 2.1. Representations and Warranties; Covenants 12 Section 2.2. Termination Events 12 ARTICLE III. INDEMNIFICATION 13 Section 3.1. Indemnities by the Seller 13 Section 3.2. Indemnities by AFC 15 Section 3.3. Indemnities by Successor Servicer 16 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 17 Section 4.1. Appointment of Servicer 17 Section 4.2. Duties of Servicer; Relationship to Backup Servicing Agreement 18 Section 4.3. Deposit Accounts; Establishment and Use of Certain Accounts 20 Section 4.4. Enforcement Rights 21 Section 4.5. Responsibilities of the Seller 22 Third Amended and Restated Receivables Purchase Agreement TABLE OF CONTENTS (continued) Page Section 4.6. Servicing Fee 22 Section 4.7. Specified Ineligible Receivables 22 ARTICLE V. THE AGENTS 23 Section 5.1. Appointment and Authorization 23 Section 5.2. Delegation of Duties 24 Section 5.3. Exculpatory Provisions 24 Section 5.4. Reliance by Agents 24 Section 5.5. Notice of Termination Date 25 Section 5.6. Non-Reliance on Agent, Purchaser Agents and Other Purchasers 25 Section 5.7. Agent, Purchaser Agents and Purchasers 26 Section 5.8. Indemnification 26 Section 5.9. Successor Agent 26 ARTICLE VI. MISCELLANEOUS 26 Section 6.1. Amendments, Etc. 26 Section 6.2. Notices, Etc. 27 Section 6.3. Assignability 27 Section 6.4. Costs, Expenses and Taxes 28 Section 6.5. No Proceedings; Limitation on Payments 29 Section 6.6. Confidentiality 30 Section 6.7. GOVERNING LAW AND JURISDICTION 30 Section 6.8. Execution in Counterparts 30 Section 6.9. Survival of Termination 30 Section 6.10. WAIVER OF JURY TRIAL 30 Section 6.11. Entire Agreement 31 Section 6.12. Headings 31 Section 6.13. Liabilities of the Purchasers 31 Section 6.14. Tax Treatment 31 TABLE OF CONTENTS Page EXHIBIT I DEFINITIONS I-1 EXHIBIT II CONDITIONS OF PURCHASES II-1 EXHIBIT IV COVENANTS IV-1 EXHIBIT VI PORTFOLIO CERTIFICATE VI-1 EXHIBIT VII PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS VII-1 SCHEDULE I CREDIT AND COLLECTION POLICY I-1 SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS II-1 SCHEDULE IV ELIGIBLE CONTRACTS IV-1 SCHEDULE V TAX MATTERS V-1 ANNEX A FORM OF PURCHASE NOTICE ANNEX B FORM OF SERVICER REPORT ANNEX C FORMS OF JOINDER AGREEMENTS THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated as of December 31, 1996, amended and restated as of May 31, 2002, as of June 15, 2004 and as of April 20, 2007 (as further amended, supplemented or otherw...
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Related to REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS 12

  • Representations and Warranties; No Event of Default The representations and warranties herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to any Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), and no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

  • Representations and Warranties and Covenants of the Counterparty (a) The Counterparty represents and warrants to the related Depositor, as of the date on which information is first provided to the related Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section 2(b)(iii)(A), that, except as disclosed in writing the related Depositor prior to such date:

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