REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller hereby represents and warrants to the Purchaser that, as of the date of this Agreement and of the Price Payment Date:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller hereby represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. To induce the Purchasers to enter into this Agreement and to purchase the Receivables the Seller hereby represents and warrants to the Managing Facility Agent and each Purchaser on the date hereof, on the Effective Date and (except as provided in subsection 4.1(j)) on each Settlement Date (including each Special Settlement Date) on which a purchase or substitution is made that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. Except as set forth in the Disclosure Schedule, the Seller hereby represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller represents and warrants to the Purchaser that:
(a) the Seller has been duly incorporated or formed under the applicable laws of its jurisdiction of incorporation or formation, is validly existing and has all necessary corporate power, authority, and capacity to own its property and assets and to carry on its business as currently owned and conducted;
(b) the Seller is the legal and beneficial owner of the NewCo Shares free and clear of all Encumbrances;
(c) the Seller has full right, power and authority to enter into this Agreement and to complete the transactions contemplated hereunder;
(d) this Agreement constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;
(e) there is no contract, option or any other right of another party binding upon or which at any time in the future may become binding upon the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the NewCo Shares other than pursuant to the provisions of this Agreement; and
(f) to the Seller’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated by this Agreement will result in the violation of:
(i) any contract (written or oral) or other instrument to which the Seller is a party or by which the Seller is bound, or
(ii) any Laws in respect of which the Seller must comply.
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. This Agreement has been duly authorized, executed and delivered by the Seller and, upon due authorization, execution and delivery by each Person, will constitute the valid and legally binding agreement of the Seller enforceable in accordance with its terms against the Seller, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Seller hereby represents and warrants to the Purchaser, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. Except as set forth in the Seller Disclosure Letter (subject to Section 12.16(e)), in order to induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. In order to induce the Buyer to enter into and perform this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to the Buyer as of the date hereof and as of the Closing Date that, except as set forth in the correspondingly numbered section of the disclosure schedule attached hereto (the “Disclosure Schedule”):
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein:
(a) the Seller is a federally chartered savings bank duly organized, validly existing and in good standing under the laws of the United States of America, and has full power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Seller;
(b) the Seller has full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement;
(c) the Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization or registration or declaration as shall have been obtained or filed, as the case may be;
(d) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby by the Seller will not violate any material provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the federal charter or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which it may be bound;
(e) no suit in equity, action at law or other judicial or administrative proceeding of or before any court, tribunal or governmental body is currently pending or, to the knowledge of the Seller, threatened against the Seller or any of its properties or with respect to this Agreement or the Securities that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement;
(f) this Agreement, assuming due authorization, execution...
