Representations and Warranties of Transferor. Transferor makes the following representations and warranties as of the date hereof and as of the Closing Date on which Transferee relies in purchasing the Conveyed Assets. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Conveyed Assets hereunder and the pledge thereof by the Transferee to the Indenture Trustee under the Indenture. Transferor and Transferee agree that the Indenture Trustee will thereafter be entitled to enforce this Agreement against Transferor in the Indenture Trustee’s own name on behalf of the Noteholders.
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Owner Trustee (as such or in its individual capacity) that:
(a) Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska and has full corporate 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 the Transaction Documents to which it is a party and to perform its obligations as contemplated thereby.
(b) Transferor 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, and has obtained all necessary licenses and approvals with respect to Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party.
(c) The execution and delivery of the Transaction Documents to which Transferor is a party and the consummation of the transactions provided for in the Transaction Documents to which Transferor is a party have been duly authorized by Transferor by all necessary limited liability company action on its part. Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust pursuant to Section 2.05 of this Agreement and Section 2.01 of the Transfer and Servicing Agreement.
(d) The execution and delivery of the Transaction Documents to which Transferor is a party, the performance of the transactions contemplated by the Transaction Documents to which Transferor is a party and the fulfillment of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to Transferor, or 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, agreement, mortgage, deed of trust or other instrument to which Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on Transferor’s ability to perform its obligations under...
Representations and Warranties of Transferor. Transferor represents and warrants to Transferee as follows:
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Trustee, on behalf of the Trust, as of the Removal Date:
Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.03(b) of the Purchase Agreement and Section 4 of each Transfer Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables, the Note Insurer is deemed to have relied on such representations and warranties in issuing the Policy, the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes, the Class C Certificateholder is deemed to have relied on such representations and warranties in purchasing the Class C Certificate and the Owner Trustee is deemed to have relied on such representations and warranties in entering into the Trust Agreement. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties of Transferor. Each Transferor hereby represents and warrants to the Transferee as follows:
Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Issuer, on behalf of the Issuer, as of the date of this Assignment and as of the Addition Date that:
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Buyer as of the Removal Date:
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Buyer as of the date hereof this Amendment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
Representations and Warranties of Transferor. Transferor represents and warrants to Transferee as of the date hereof that:
