REPRESENTATIONS AND WARRANTIES OF AFL Sample Clauses

REPRESENTATIONS AND WARRANTIES OF AFL. AFL makes the following representations and warranties, on which ARFC relies in purchasing the Initial Receivables and the Initial Other Conveyed Property and in transferring the Initial Receivables and the Initial Other Conveyed Property to the Trust under the Sale and Servicing Agreement and on which the Security Insurer will rely in issuing the Note Policy. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Initial Receivables and the Initial Other Conveyed Property hereunder and the sale, transfer and assignment thereof by ARFC to the Trust under the Sale and Servicing Agreement. AFL and ARFC agree that ARFC will assign to the Trust all of ARFC's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against AFL in the Trust's own name.
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REPRESENTATIONS AND WARRANTIES OF AFL. AFL hereby made the following representations and warranties to the Purchasers, as of the Initial Closing Date, as of the Funding Date and as of each Incremental Purchase Date before the Effectiveness Date, and hereby makes the following representations and warranties to the Purchasers as of the Effectiveness Date and as of each Incremental Purchase Date hereafter, and the Purchasers shall rely on such representations and warranties in purchasing the Investor Certificates on the Funding Date and in making each Incremental Purchase on each Incremental Purchase Date.
Sample 1
REPRESENTATIONS AND WARRANTIES OF AFL. 8 SECTION 3.2 Representations and Warranties of ARFC II.......................9
Sample 1
REPRESENTATIONS AND WARRANTIES OF AFL. AFL made the following representations and warranties on the Initial Closing Date, on which ARFC II relied in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Trust under the original Sale and Servicing Agreement and AFL hereby makes the following representations and warranties on the Effectiveness Date, on which ARFC II relies in purchasing the Receivables and the Other Conveyed Property to the Trust under this Agreement. Such representations are made as of the Initial Closing Date, the Effectiveness Date and each Transfer Date, and shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and under the Assignment Agreements and the sale, transfer and assignment thereof by ARFC II to the Trust under the Sale and Servicing Agreement. AFL and ARFC II agree that ARFC II will assign to the Trust all of ARFC II's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against AFL in the Trust's own name.
Sample 1
REPRESENTATIONS AND WARRANTIES OF AFL. AFL made the following representations and warranties to the Purchaser, the DFC Purchasers and the Administrative Agent as of the Initial Closing Date, as of the Funding Date and as of each Incremental Purchase Date before the Effectiveness Date, and hereby makes the following representations and warranties to the Purchaser, the DFC Purchasers and the Administrative Agent as of the Effectiveness Date and as of each Incremental Purchase Date thereafter, and the Purchaser and the DFC Purchasers shall rely on such representations and warranties in purchasing the Notes and in making Incremental Purchases.
Sample 1
REPRESENTATIONS AND WARRANTIES OF AFL. AFL makes the following representations and warranties, on which ARFC relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Trust under the Sale and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and the sale, transfer and assignment thereof by ARFC to the Trust under the Sale and Servicing Agreement. AFL and ARFC agree that ARFC will assign to the Trust all of ARFC's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against AFL in the Trust's own name.
Sample 1
REPRESENTATIONS AND WARRANTIES OF AFL. AFL makes the following representations and warranties, on which ARFC relies in purchasing the Receivables and the Other Conveyed Property. Such representations are made as of the execution and delivery of this Agreement and on each Assignment Date, and shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property under such Assignment Agreements, and the sale, transfer and assignment thereof by ARFC under any Securitization Document or Warehousing Document. AFL and ARFC agree that pursuant to the relevant Securitization Document or Warehousing Document ARFC will assign to the relevant Assignee all of ARFC's rights under this Agreement with respect to Receivables sold, transferred or assigned pursuant to any Securitization Document or Warehousing Document and not repurchased by ARFC, and the related Other Conveyed Party, and that such Assignee will thereafter be entitled to enforce this Agreement against AFL in such Assignee's own name.
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF AFL

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

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

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

  • Representations and Warranties of Agent Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

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