Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee that:
(a) The Beneficiary is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.
(b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business in any material respect, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of any holder of Notes issued by the Owner Trust; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party.
(c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary limited liability company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the granting clause of the Indenture and the granting clause of the Asset Pool One Supplement.
(d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not 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, agree...
Representations and Warranties of the Beneficiary. Section 3.01 Representations and Warranties of the Beneficiary.........................................10 ARTICLE IV.
Representations and Warranties of the Beneficiary. 13.1. Each Party has always made all reasonable effort to correctly comply with all statutory, regulatory, judicial and state aid provisions and decisions that apply or applied to them. To the best of their knowledge, each Party also possesses all permits, recognitions, concessions, permissions or other (government) approvals required for the legal execution of all activities performed by them. Each Party executes its activities to the best of their knowledge without violating any condition set to them in one or more of the above-mentioned (government) approvals.
13.2. Each Party has always made all reasonable effort to ensure the activities performed by them (irrespective of whether they are commercial, administrative or supporting in nature or otherwise) do not infringe on any patents, trademark rights, copyrights (including rights to software), trade names, know-how, formulas, or any other intellectual property rights in and outside of Belgium. Each Party possesses, either as owner or lawful user, all patents, trademarks, copyrights, trade names, know-how, formulas and other intellectual property rights that are required or useful for the execution of the Project.
13.3. The provisions of articles 13.1 and 13.2 apply both at the time of execution of the Agreement and for the full duration of the Agreement and, in particular but not exclusively, relate to the activities performed in the context of the Project.
13.4. Each Party declares that they are not a partner in a silent partnership for the execution of the Project or with respect to the Project Results.
13.5. Each Party declares that they have been duly established and are a legal entity on the date of the execution of this Agreement. Each Party declares that the person who enters into this Agreement in their name and on their account has legal authority to represent and bind the Party.
13.6. The Beneficiary ensures that every Research Partner in the Co-operation agreement makes a similar declaration as the one intended in article 13 in the context of the general standard of due care.
Representations and Warranties of the Beneficiary. Representations and Warranties of the Beneficiary................... 12
Representations and Warranties of the Beneficiary. Section 3.01. Representations and Warranties of the Beneficiary 11 Section 4.01. Distribution of Funds 12 Section 4.02. Payments from Trust Estate Only 12 Section 4.03. Method of Payment 12 Section 4.04. Establishment of Account 13 Section 4.05. Transferor Interest; Transferor Certificates 13 Section 5.01. Action Upon Instructions 14 Section 5.02. No Duty to Act Under Certain Circumstances 15 Section 5.03. No Duties Except Under Specified Agreements or Instructions 15 Section 5.04. Trust Operation 16 Section 5.05. Execution of Documents 16 Section 6.01. Acceptance of Trust and Duties 17 Section 6.02. Furnishing of Documents 18 Section 6.03. No Representations and Warranties as to the Trust Estate 18 Section 6.04. Signature of Returns 18 Section 6.05. Reliance; Advice of Counsel 18 Section 6.06. Not Acting in Individual Capacity 19 Section 6.07. Representations and Warranties 19 Section 7.01. Termination of Trust Agreement 20 Section 8.01. Resignation and Removal of the Owner Trustee; Appointment of Successors 20 Section 8.02. Transfer Procedures 21 Section 8.03. Qualification of Owner Trustee 21 Section 8.04. Co-trustees and Separate Owner Trustees 21 Section 9.01. Amendments 22 Section 10.01. Issuance of Trust Certificates 23 Section 10.02. Beneficial Interest; Prohibitions on Transfer 24 Section 10.03. Lost or Destroyed Trust Certificate 24 Section 11.01. Trustee Bank Fees and Expenses 25 Section 11.02. Indemnification 25 Section 12.01. Conveyance by the Owner Trustee is Binding 26 Section 12.02. Instructions; Notices 26 Section 12.03. Severability 27 Section 12.04. Limitation of Liability 27 Section 12.05. Separate Counterparts 27 Section 12.06. Successors and Assigns 27 Section 12.07. Headings 28 Section 12.08. Governing Law 28 Section 12.09. Nonpetition Covenants 28 Section 12.10. No Recourse 28 Section 12.11. Acceptance of Terms of Agreement 28 Section 12.12. Acknowledgement and Acceptance of Indenture 28 Section 13.01. Intent of the Parties; Reasonableness 29 Section 13.02. Information to Be Provided by the Trustee Bank 29 EXHIBIT A [FORM OF] TRUST CERTIFICATE A-1 EXHIBIT B CERTIFICATE OF TRUST OF CAPITAL ONE MULTI-ASSET EXECUTION TRUST B-1 EXHIBIT C [FORM OF] TRANSFEROR CERTIFICATE C-1 EXHIBIT D [FORM OF] TRANSFEROR CERTIFICATE D-1 CAPITAL ONE MULTI-ASSET EXECUTION TRUST SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 13, 2006, between CAPITAL ONE FUNDING, LLC (“Capital One Funding”), a Virginia limited liability company, as Benefi...
Representations and Warranties of the Beneficiary. The Beneficiary represents and warrants to the Grantor the representations and warranties set forth in Article 5 of the Purchase Agreement (Representations and warranties of Buyer). For the avoidance of doubt, if the Beneficiary exercises the Call Option, the representations and warranties of the Buyer set forth in Article 5 of the Purchase Agreement shall not be reiterated on the date of execution of the Purchase Agreement.
Representations and Warranties of the Beneficiary. The Beneficiary represents and warrants to the Grantor the representations and warranties set forth in Article 5 of the Purchase Agreement (Representations and warranties of Buyer). For the avoidance of doubt, if the Beneficiary exercises the Call Option, the representations and warranties of the Buyer set forth in Article 5 of the Purchase Agreement shall not be reiterated on the date of execution of the Purchase Agreement.
