Representations of Sellers. Sellers, jointly and severally, hereby represent and warrant to Buyer that:
Representations of Sellers. Each Seller, severally and not jointly, makes the following representations to the Company as of the date hereof and as of the Settlement Date:
a. Each Seller has the requisite corporate, limited liability company and/or limited partnership power and authority enter into this Agreement and to perform its obligations hereunder.
b. The Notes set forth by such Seller’s name in Exhibit A are owned beneficially by such Seller and constitute all of the Notes owned by such Seller and, in the aggregate, the total amount of Notes listed on Exhibit A constitute all of the Notes beneficially owned by the Sellers and their Affiliates. Such Seller has full right and title to such Notes, free and clear of any lien or encumbrance whatsoever (except for those imposed by the Indenture), and full and unrestricted right and power to sell such Notes pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person that has not been obtained.
c. The sale of the Notes by each Seller hereunder does not violate or represent a breach of, or constitute a default under, any instruments governing such Seller, any law, regulation or order, or any agreement to which such Seller is a party or by which such Seller is bound. The Seller is not party to any other agreement, commitment, contract or other instrument which would adversely affect its ability to perform its obligations hereunder and/or the purchase and sale transactions contemplated by this Agreement.
d. This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of such Seller enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
e. Each Seller acknowledges and agrees that none of the Company nor any of its Affiliates has given any investment advice or rendered any opinion to any Seller as to whether the sale of the Notes is prudent, and no Seller hereto is relying on any representation or warranty by any other party hereto, except as expressly set forth in this Agreement.
f. Each Seller has made an independent decision to sell and transfer the Notes to the Company based on the information available to such Seller, which such Seller has determined is adequate for that purpose.
g. Each Seller acknowledges...
Representations of Sellers. Owner and each of the Sellers, jointly and severally, represent to Buyer and NHC as follows, as of the date of this Agreement and the Closing Date:
Representations of Sellers. Each Seller makes the following representations on which the Noteholders shall be deemed to have relied in purchasing and making advances under the Notes and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, the Administrative 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 applicable Transfer Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.
Representations of Sellers. 1.1 Sellers represent and warrant to Buyer/Processor, its successors and assigns, that Sellers own an interest in, or have the right to market Sellers' portion of the Gas produced and saved from the Leases ("Sellers' Gas") and that Sellers intend to construct, or cause to be constructed, the facilities necessary, if any, to enable Sellers to sell and deliver to Buyer/Processor for sale at the Point(s) of Delivery, as hereinafter set forth, all of Sellers' Gas in accordance with the terms and provisions of this Agreement.
Representations of Sellers. The Seller represents, warrants, and agrees:
Representations of Sellers. Each Seller, as to itself but as to no other Seller, hereby represents, warrants and covenants to the Buyers that:
Representations of Sellers. Each Seller represents to the Buyer that as of the date of this Agreement:
Representations of Sellers. A. Seller hereby represents and warrants to the Purchaser as follows:
Representations of Sellers. Green Tree Software and SE hereby, jointly and severally, represent and warrant to Titan and Investor the following:
(a) Green Tree Software is a limited liability company duly incorporated, organized, validly existing and in good standing under the laws of the State of New York, with the corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted.
(b) SE holds of record and owns beneficially all of the outstanding equity of Green Tree Software, free and clear of any Encumbrances (as defined below). All of the outstanding membership interests of Green Tree Software, which are held by SE, were duly authorized and validly issued and is fully paid and non-assessable, and are free of any restrictions, limits, claims or other Encumbrances.
(c) There are no subscriptions, options, warrants, preemptive rights, or other rights of any kind to purchase or otherwise receive (upon conversion, exchange or otherwise) any capital stock or other equity securities of Green Tree Software. SE is not a party to any voting trust, proxy, or other agreement, commitment or understanding with respect to the voting, dividend rights or disposition of any interests in Green Tree Software and no other person or entity has any rights of any kind, or at any time, to claim an equity interest of any kind in Green Tree Software.
(d) Each Seller has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Assignment, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the Assignment have been duly executed and delivered by each Seller. The execution, delivery and performance of this Agreement and the Assignment have been duly and validly approved and authorized by all necessary action on the part of Sellers. The sole member of Green Tree Software, SE, has approved the Transaction and the execution, delivery and performance of this Agreement and the Assignment.
(e) No filing with, authorization from or consent or approval of any governmental body, agency, official or authority or any other third party is necessary or required to be made or obtained to enable each Seller to enter into, and to perform its obligations under, this Agreement and the Assignment. Assuming the due authorization, execution and delivery by Titan, this Agreement and the Assignment, when executed and delivered by Sell...
