Representations of the Seller. The Seller represents and warrants to the Buyer as follows:
Representations of the Seller. In connection with the transactions contemplated hereby, the Seller represents and warrants to the Company that:
(a) Seller is duly organized and existing under the laws of its state of organization.
(b) All consents, approvals, authorizations and orders necessary for the execution and delivery by Seller of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by Seller hereunder, have been obtained; and Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by Seller hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Seller’s obligations hereunder.
(c) This Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) The sale of the Repurchase Shares to be sold by Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Seller is a party or by which Seller is bound or to which any of the property or assets of Seller is subject, (ii) nor will such action violate any of the provisions of (x) any organizational or similar documents pursuant to which Seller was formed or (y) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Seller or the property of such Seller; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of Seller’s obligations hereunder.
(e) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at each Closing, such Seller owns the Repurchase Shares or a security entitlement in respect thereof, and holds, or will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claim...
Representations of the Seller. The Seller hereby represents and warrants to the Purchaser as follows:
Representations of the Seller. The Seller hereby represents and warrants to Panamco Tica that:
a. It is a corporation (sociedad anonima) incorporated under the laws of the Republic of Panama;
b. It is the sole owner of the Shares subject to this Agreement as evidenced by the corresponding entries in the stock registry book of the Target Company, and that all requirements for the execution of this Agreement have been completed;
c. It has all the requisite power and authority to execute and deliver this Agreement;
d. The Shares are fully paid-in and free of any liens or encumbrances; there is no debt outstanding with respect to the Shares; there is no prohibition to sell or any other judicial order over the Shares; and the Shares are free of any third party rights; and
e. It has not transferred, assigned or endorsed any of the Shares to third parties or by any other means, which could in any way affect the transaction described herein.
Representations of the Seller. 11 Section 3.02
Representations of the Seller. The Seller makes the following representations for the benefit of the Securityholders and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee is deemed to have relied in executing and performing pursuant to this Agreement, the Indenture and the other Basic Documents to which it is a party. The representations speak as of the execution and delivery of this Agreement, as of the Closing Date and each Subsequent Transfer Date, and shall survive each sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture and the issuance of the Notes and the Residual Pass-through Certificates.
Representations of the Seller. The Seller makes the following representations for the benefit of the Securityholders and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Indenture Trustee is deemed to have relied in executing and performing pursuant to this Agreement, the Indenture and the other Basic Documents to which it is a party. The representations speak as of the execution and delivery of this Agreement, as of the Closing Date and each Subsequent Transfer Date, and shall survive each sale of the Receivables to the Issuer, the contribution thereof to the Grantor Trust pursuant to the Grantor Trust Agreement, the pledge of the Grantor Trust Certificate under the Indenture and the issuance of the Notes and the Residual Pass-through Certificates.
Representations of the Seller. The Seller hereby represents and warrants to the Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement, and except as amended pursuant to Section 5.8, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Schedules hereto. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Schedule identifies the exception with reasonable particularity. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). An item disclosed in any Schedule shall be deemed disclosed for purposes of all Schedules.
Representations of the Seller. (a) The Seller has all necessary power and authority to enter into and to perform his obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b) The Seller owns all right, title and interest in and to, and has the right to transfer to the Company, in connection with the Repurchase provided for herein, all of the Shares being repurchased by the Company, pursuant to the terms of this Agreement, free and clear of all liens, security interests, charges and other encumbrances.
(c) The Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller. The Seller acknowledges that he is an officer and director of the Company and as such is very familiar with the Company’s affairs.
(d) The Seller acknowledges and understands that the Company, on or around the date of the consummation of the Repurchase, may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Shares.
Representations of the Seller. The Seller makes the following representations on which the Security 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. The representations 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 Subsequent Receivables (unless another date or time period is otherwise specified or indicated in the particular representation or warranty), and shall survive the sale to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.