Representations and Warranties with Respect to the Receivables Sample Clauses

Representations and Warranties with Respect to the Receivables. UACC has made the representations and warranties set forth in Section 3.3 of the Sale Agreement, and has consented to the assignment by Seller to Trust of Seller’s rights with respect thereto. Pursuant to Section 2.1 of this Agreement, Seller has transferred to Trust all of Seller’s right, title and interest, but none of its obligations or burdens in, to and under the Sale Agreement, including Seller’s rights with respect to delivery requirements, representations and warranties and the cure or repurchase obligations of UACC thereunder, upon which Trust relies in accepting the Receivables. Seller hereby represents and warrants to the Trust that such assignment is or will be valid, enforceable and effective to permit the Trust to enforce such obligations of UACC under the Sale Agreement. Any purchase by UACC pursuant to the Sale Agreement shall be deemed a purchase by Seller pursuant to Section 3.2 of this Agreement and the definition of Purchased Receivable. In addition, pursuant to Section 2.1 of this Agreement, Seller has transferred to Trust all of UACC’s right, title and interest, but none of its obligations or burdens, in, to and under each Dealer Agreement, including the representations and warranties of the obligors therein, upon which the Trust relies in accepting the Receivables.
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Representations and Warranties with Respect to the Receivables. (a) Bank One, National Association has made the representations and warranties set forth in Section 3.3 of the Purchase Agreement, and has consented to the assignment by Seller to Issuer of Seller’s rights with respect thereto. Pursuant to Section 2.1 of this Agreement, Seller has transferred to Issuer all of Seller’s right, title and interest in, to and under the Purchase Agreement, including the representations and warranties of Bank One, National Association therein, upon which Issuer relies in accepting the Receivables, together with all rights of Seller with respect to any breach thereof, including the right to require Bank One, National Association to purchase Receivables in accordance with the Purchase Agreement. (b) Seller hereby makes the following representations and warranties as to each Receivable conveyed by it to Issuer hereunder on which Issuer shall rely in acquiring the Receivables. Unless otherwise indicated, such representations and warranties shall speak as of the Closing Date, but shall survive the transfer and assignment of the Receivables to Issuer and the pledge thereof to Indenture Trustee pursuant to the Indenture. (i) It is the intention of Seller that the transfer and assignment herein contemplated constitute a sale of the Receivable from Seller to Issuer and that the beneficial interest in and title to the Receivable not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned, or pledged by Seller to any Person other than Issuer. Immediately prior to the transfer and assignment herein contemplated, Seller had good and marketable title to the Receivable free and clear of any Lien and had full right and power to transfer and assign the Receivable to Issuer and immediately upon the transfer and assignment of the Receivable to Issuer, Issuer shall have good and marketable title to the Receivable, free and clear of any Lien; and Issuer’s interest in the Receivable resulting from the transfer has been perfected under the UCC. Notwithstanding the foregoing, the Seller intends to treat the sale of the Trust Property as a financing for accounting purposes. (ii) As of the Closing Date, Seller shall not have taken any action to convey any right to any Person that would result in such Person having a right to payments received under the Insurance Policies or Dealer Agreements, or payments due under the Receivable, that i...
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Representations and Warranties with Respect to the Receivables. DFS has made the representations and warranties set forth in Section 3.01 of the DFS/Ganis Transfer Agreement, and has consented to the assignment by the Transferor to the Depositor and by the Depositor to the Issuer of the Transferor's rights with respect thereto. The Transferor has made the representations and warranties set forth in Section 3.01 of the Ganis/Depositor Transfer Agreement, and has consented to the assignment by the Depositor to the Issuer of the Depositor's rights with respect thereto. Pursuant to Section 2.01 of this Agreement, the Depositor has transferred to the Issuer all of the Depositor's right, title and interest in, to and under the DFS/Ganis Transfer Agreement and the Ganis/Depositor Transfer Agreement, which shall be understood to include the representations and warranties of DFS and the Transferor therein, upon which the Issuer relies in accepting the Receivables, together with all rights of the Depositor with respect to any breach thereof, including the right to require DFS or the Transferor, as the case may be, to purchase Receivables in accordance with the DFS/Ganis Transfer Agreement or the Ganis/Depositor Transferor Agreement, as the case may be. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
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Representations and Warranties with Respect to the Receivables. UACC has made the representations and warranties set forth in Section 3.3 of the Sale Agreement, and has consented to the assignment by Seller to Trust of Seller’s rights with respect thereto. Pursuant to Section 2.1 of this Agreement, Seller has transferred to Trust all of Seller’s right, title and interest, but none of its obligations or burdens, in, to and under the Sale Agreement, including the representations and warranties of UACC therein and all of UACC’s right, title and interest, but none of its obligations or burdens, in, to and under the Sale Agreement and all of UACC’s right, title and interest, but none of its obligations or burdens, in, to and under each Dealer Agreement, including the representations and warranties of the Obligors therein, upon which Trust relies in accepting the Receivables, together with all rights of Seller with respect to any breach thereof, including the right to require UACC to purchase Receivables in accordance with the Sale Agreement.
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Representations and Warranties with Respect to the Receivables. The Transferor has made the representations and warranties set forth in Section 3.01 of the Depositor Sale Agreement, and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto. Pursuant to Section 2.01, the Depositor has transferred to the Issuer all of the Depositor’s right, title and interest in, to and under the Depositor Sale Agreement, which shall be understood to include the representations and warranties of the Transferor therein, upon which the Issuer relies in accepting the Receivables, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Transferor to purchase Receivables in accordance with the Depositor Sale Agreement. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Receivables to the Issuer and the Grant thereof to the Indenture Trustee pursuant to the Indenture.
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Representations and Warranties with Respect to the Receivables 
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Related to Representations and Warranties with Respect to the Receivables

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • Representations and Warranties of the Seller with Respect to the Receivables The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the Cutoff Date and as of the Closing Date (unless, by its terms, a representation or warranty speaks specifically as of the Cutoff Date or the Closing Date, in which case, such representation or warranty speaks specifically as of such date only), but shall survive the sale, transfer and assignment of the Receivables to the Issuer, and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Representations and Warranties of the Seller as to the Receivables The Seller has made, in the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Issuer shall be deemed to have relied on such representations and warranties in accepting the Receivables. Such representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.01(a), the Depositor has sold, transferred, assigned and otherwise conveyed to the Issuer, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of such representations and warranties. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuer under this Agreement, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement and that the Issuer shall not be obligated to enforce any such right indirectly through the Depositor.

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (i) result in any material adverse change in MassMutual’s condition (financial or otherwise) or (ii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • Representations and Warranties of Depositors Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of the Originator In order to induce the Company to enter into this Agreement and to make purchases hereunder, the Originator hereby makes, with respect to itself, the representations and warranties set forth in this Article V.

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

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