REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. (a) First Merchants has made each of the representations and warranties set forth in Exhibit A hereto under the Receivables Purchase Agreement and has consented to the assignment by the Seller to the Issuer of the Seller's rights with respect thereto. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer. Pursuant to Section 2.01 of this Agreement, the Seller has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of First Merchants therein as set forth in Exhibit A, upon which the Issuer relies in accepting the Receivables and delivering the Securities and the Note Insurer relies in issuing the Policy, together with all rights of the Seller with respect to any breach thereof, including the right to require First Merchants to repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and agreed that the representations and warranties referred to in this Section shall survive the delivery of the Receivable Files and the Legal Files to the Issuer or any custodian.
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby makes the following representations and warranties set forth below to MBT. For the purposes of this Section, “
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants represents and warrants to Xxxxxxxx with respect to itself and Xxxxxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby represents and warrants to Xxx Financial as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. Except (i) as disclosed in the First Merchants Disclosure Letter or (ii) as disclosed in any registration statement, prospectus, report, schedule or definitive proxy statement filed with or furnished to the SEC by First Merchants between January 1, 2020 and the date hereof (but disregarding disclosures of risks under the heading “Risk Factors” or in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), First Merchants hereby makes the following representations and warranties set forth below to Level One. For the purposes of this Agreement, “
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby represents and warrants to Union National as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby makes the following representations and warranties set forth below to C Financial with respect to itself and FMB. For the purposes of this Section, “
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby makes the following representations and warranties set forth below to Ameriana Bancorp with respect to itself and FMB. For the purposes of this Section, “
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants and FMB, as applicable, hereby make the following representations and warranties set forth below to Arlington Bank. For the purposes of this Section, “
REPRESENTATIONS AND WARRANTIES OF FIRST MERCHANTS. First Merchants hereby represents and warrants to CNBC as follows: (For the purposes of this Section, a "Disclosure Letter" is defined as a letter referencing Section 6 of this Agreement which shall be prepared and executed by an authorized executive officer of First Merchants and delivered to and executed by an authorized executive officer of CNBC contemporaneous with the execution of this Agreement.)
