Representations of Seller Sample Clauses

Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations of Seller. The Seller makes the following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

Representations of Seller. Seller represents and warrants to Buyer as follows:

Representations of Seller. Seller hereby represents and warrants as of the date hereof to Buyer as follows: 8.1.1. Seller is a Delaware statutory trust duly formed, and validly existing and in good standing under the laws of the State of Delaware. Mission Trust Services, LLC is the Signatory Trustee of Seller. Seller has full power and authority to enter into this Agreement, to perform this Agreement and to consummate the transactions contemplated hereby. Except for the Lender Approval, no authorization, consent, approval, or other action by any person, entity or governmental authority is required in connection with the Seller’s execution and delivery of this Agreement or the consummation of the transaction contemplated hereby. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. 8.1.2. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”). 8.1.3. Attached hereto as Schedule 8.1.3 is a true, correct and complete copy of the rent roll and aged delinquency report for the Property effective as of the date set forth thereon, which is the rent roll and aged delinquency report used by Seller in the ordinary course of business. 8.1.4. There is no claim, action, suit, investigation or proceeding, at law, in equity or otherwise, now pending or, to Seller’s actual knowledge, threatened against the Seller or with respect to the Property. 8.1.5. Except as set forth on Schedule 8.1.5, Seller has not received written notice of nor, to Seller’s actual knowledge, are there any pending condemnation or eminent domain proceedings which would affect any portion of the Property. 8.1.6. To Seller’s actual knowledge, during Seller’s ownership of the Property Seller has not received written notice of the violation of any applicable law, ordinance, order or regulation affecting the Property which violation remains uncured, except as set forth on Schedule 8.1.6. 8.1.7. Neither the execution nor the delivery of this Agreement or the documents contemplated hereby, nor the consummation of the conveyance of the Property to Buyer in accordance with the terms of this Agreement, will conflict with or cause a breach of any of the terms and conditions of, or constitute a default under, any agreement, commi...

Representations of Seller. 33 SECTION 6.02. Corporate Existence.................................34 SECTION 6.03.

Representations of Seller. 32 Section 6.02

Representations of Seller. The Seller shall make the following representations on which the Trustee shall rely in accepting the Receivables in trust and executing and authenticating the Certificates. The representations shall speak as of the execution and delivery of this Agreement and shall survive the sale of the Receivables to the Trustee.

Representations of Seller. Seller represents to Buyer that:

Representations of Seller. The Seller makes the following ------------------------- representations on which the Insurer shall be deemed to have relied in executing and delivering the Note Policy and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, Collateral Agent, Trust Collateral Agent and Backup Servicer may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, in the case of Initial Receivables, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Receivables, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.

Representations of Seller. The Seller makes the following representations and warranties to the Purchaser, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder: (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Seller has been duly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due authorization, execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the certificate of incorporation or by-laws of the Seller, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Seller is a party or by which it is bound, (3) any law or regulation applicable to the Seller, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Seller. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Seller of this Agreement, the consummation by the Seller of the transactions contemplated hereby or the performance by the Seller of its obligations hereunder. (e) The Seller is the record and beneficial owner of the TLCP Stock free and clear of any and all liens. Upon transfer, assignment and delivery of the TLCP Stock and payment therefor in accordance with the terms of this Agreement, the Purchaser will acquire good title to the TLCP Stock, free and clear of any and all liens.