Representations of the Transferor. The Transferor makes the following representations on which the Note Insurer shall be deemed to have relied in executing and delivering the Policy and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Indenture Trustee, the Owner Trustee, the Collateral Agent, Trust Collateral Agent and Back-up Servicer may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the conveyance of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Transferor. The Transferor makes the following representations on which the Note Insurer shall be deemed to have relied in executing and delivering the Policy, on which the Class C Certificateholder shall be deemed to have relied on in purchasing the Class C Certificate and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Indenture Trustee, the Owner Trustee, the Collateral Agent, Trust Collateral Agent and Back-up 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 the Initial Receivables, and as of the related Subsequent Transfer Date, in the case of the Subsequent Receivables, and shall survive the conveyance of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Transferor. The Transferor is the lawful owner of the Transferred Shares. The Transferor holds legal and equitable title to the Transferred Shares free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests other than those in favor of the Transferee. The Transferor makes no representations regarding the Company, its financial condition or its future prospects.
Representations of the Transferor. The Transferor represents and warrants to the Acquirer as follows:
Representations of the Transferor. The Transferor makes the following representations to the Depositor and the Issuer on which the Depositor and the Issuer are deemed to have relied in acquiring the Receivables and the Insurer is deemed to have relied in issuing the Policy. 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 Depositor and the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Transferor. The Transferor makes the following representations and warranties as to the Collateral Certificate on which the Issuer is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Agreement and as of each Distribution Date, but shall survive the transfer and assignment of the Collateral Certificate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
(a) The Transferor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Nebraska and has full power, authority and legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and any other document related hereto to which it is a party.
(b) The Transferor is duly qualified to do business and is in good standing as a foreign limited liability company (or is exempt from such requirement), and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform its obligations under this Agreement.
(c) The execution and delivery of this Agreement and each other Related Agreements to which the Transferor is a party and the consummation of the transactions provided for in this Agreement and each other Transaction Document to which the Transferor is a party have been duly authorized by the Transferor by all necessary action on its part; the Transferor has full power and authority to assign the property to be assigned to and deposited with the Issuer and the Transferor shall have duly authorized such assignment and deposit to the Issuer by all necessary limited liability company action; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferor by all necessary limited liability company action.
(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and each other Transaction Document to which the Transferor is a party and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material defau...
Representations of the Transferor. 12
Section 6.1 Corporate Power and Authority 12 Section 6.2 Existence and Good Standing 12 Section 6.3 Authority; No Consents 12 Section 6.4 Title to Assets, Properties and Rights and Related Matters 12 Section 6.5 Licenses and Permits; Compliance with Law 13 Section 6.6 Assigned Contracts 13 Section 6.7 Real Property—Owned or Leased 14 Section 6.8 Litigation 14 Section 6.9 Intellectual Property 14 Section 6.10 Material In-Licensed IP 15 Section 6.11 Environmental Matters 16 Section 6.12 Employees; Employee Benefit Plans 16 Section 6.13 Broker's or Finder's Fees 16 Section 6.14 Insurance Coverage 16 Section 6.15 Accounts and Notes Receivable 17 Section 6.16 Preclinical Testing and Clinical Trials 17 Section 6.17 Financial Statements 17 Section 6.18 Taxes 17 Section 6.19 Absence of Certain Changes and Events 18 Section 6.20 No Undisclosed Liabilities 18 Section 6.21 Disclosure 18 Section 6.22 Affiliates 18 ARTICLE VII REPRESENTATIONS OF THE ACQUIRER 18
Section 7.1 Existence and Good Standing; Authorization and Validity of Agreement 18 Section 7.2 SEC Filings; Financial Statements; Compliance 19 Section 7.3 Shares 19 Section 7.4 Capitalization 20 Section 7.5 Broker's or Finder's Fees 20 ARTICLE VIII ADDITIONAL AGREEMENTS 20 Section 8.1 Operation of Business 20 Section 8.2 Review of the Transferor 21 Section 8.3 Access to Information; Further Action; Commercially Reasonable Efforts; Cooperation; Consents and Approvals 21 Section 8.4 Public Disclosure 23 Section 8.5 Apportionment 23 Section 8.6 Confidentiality 23 Section 8.7 No Right to Continued Employment or Benefits 23 Section 8.8 Cooperation 24 Section 8.9 Consents; Releases 24 Section 8.10 Possession of the Assets 24 Section 8.11 Non-Solicitation 24 Section 8.12 Ownership of Intellectual Property Developed by Transferor Employees 24 Section 8.13 Diligent Efforts 24 Section 8.14 No Issuance of Additional Shares 25 Section 8.15 SEC Rule 144 Reporting 25 ARTICLE IX CONDITIONS TO THE OBLIGATIONS OF THE ACQUIRER 25 Section 9.1 Conditions to the Acquirer's Obligations 25 ARTICLE X CONDITIONS TO THE OBLIGATIONS OF THE TRANSFEROR 26 Section 10.1 Conditions to the Transferor's Obligations 26 ARTICLE XI TERMINATION 27
Section 11.1 Events of Termination 27 Section 11.2 Effect of Termination 28 ARTICLE XII MISCELLANEOUS 28 Section 12.1 Expenses; Fees 28 Section 12.2 Applicable Law 28 Section 12.3 Jurisdiction; Waiver of Jury Trial 28 Section 12.4 Captions; Headings 28 Section 12.5 Notices 28 Section 12.6 Assignment; ...
Representations of the Transferor. The Transferor makes the --------------------------------- following representations to the Depositor and the Issuer on which the Depositor and the Issuer are deemed to have relied in acquiring the Receivables and the Insurer is deemed to have relied in issuing the Policy. 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 Depositor and the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Transferor. The Transferor represents and warrants that, save as otherwise disclosed by it to the Transferee, the Accounts and books of account record all its tangible assets, that its titles and ownership claims to those assets are valid, that it has valid claims to ownership of its intangible assets and that at the date of this agreement it had no actual liabilities and had not been notified of any claims against it or of any contingent liabilities.
Representations of the Transferor. The Transferor hereby represents and warrants to Ascend, APM Disc and the Principal Investor that the statements contained in this Article II are true and correct as of the date hereof:
