Representations, Warranties and Covenants of the Sellers and the Servicer. -----------------
(i) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIA through IIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date; and
(ii) The Servicer hereby makes the representations and warranties set forth in Schedule IIX, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date.
(b) Equity One-Delaware, Equity One-Minnesota, Equity One-New Hampshire, Equity One-Pennsylvania and Popular Financial, in their capacities as Sellers, hereby make the representations and warranties set forth in Schedules IIIA through IIIE respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date or if so specified therein, as of the Cut-off Date.
(c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Loan, the party discovering such breach shall give prompt notice thereof to the other parties. Each Seller, for itself and not jointly and severally for all other Sellers, hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to Section 2.03(b) with respect to any Loan listed on the Loan Schedule that pertains to such Seller, such Seller may, and if such breach materially and adversely affects the interests of the Certificateholders such Seller shall, cure such breach in all material respects, and if such breach is not so cured, may or shall, as the case may be, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and substitute in its place a Substitute Loan, in the manner and subject to the conditions set forth in this Section or (ii) repurchase the affected Loan or Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee ...
Representations, Warranties and Covenants of the Sellers. The Sellers, jointly and severally, hereby represent and warrant to the Buyer as follows:
Representations, Warranties and Covenants of the Sellers. The Sellers, jointly and severally, hereby represent and warrant to the Purchaser as follows:
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and covenants to and with the Purchaser as follows:
6.1. The Sellers’ use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to a Seller from or to the Purchaser or other third parties. The Sellers shall not use the Program web portal for investment or arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
6.2. Information provided by the Sellers to the Purchaser or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.
Representations, Warranties and Covenants of the Sellers. (a) Each Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:
(i) Such Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement;
(ii) This Agreement has been duly and validly authorized, executed and delivered by such Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by such Seller and the Sellers' performance and compliance with the terms of this Agreement will not (A) violate such Seller's articles of association or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which such Seller is a party or by which such Seller is bound;
(iv) Such Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or have consequences that would materially and adversely affect it...
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents, warrants and covenants to and with Bank as follows:
6.1. Such Seller’s use of the Program web portal is solely to settle genuine and lawful commercial trade transactions, arising in the ordinary course of business, for the purchase or sale of goods (including Receivables as defined under the Agreement) and/or services by or to such Seller from or to Bank or other third parties. Such Seller shall not use the Program web portal for investment or arbitrage functions or purposes, or for any money laundering purpose, or in contravention of any law or regulation, and any activity undertaken via the Program web portal shall not be used in furtherance of any of the foregoing.
6.2. Information provided by such Seller to Bank or Service Provider from time to time in connection with this Schedule is and shall be true and accurate in all material respects at the time given.
Representations, Warranties and Covenants of the Sellers. (a) The representations and warranties of the Sellers contained in Section 3.1 (Organization and Qualification; Authority), Section 3.2(a) (No Conflicts), Section 3.3 (Ownership and Control), Section 3.21 (Brokers) and ARTICLE IV will be true and correct in all respects as of the date hereof and as of the Closing Date as though made on the Closing Date.
(b) The representations and warranties of the Sellers contained in this Agreement (other than those listed in Section 8.1(a)) will be true and correct in all respects (without regard to any materiality, material adverse effect or similar materiality qualifications set forth in any such representations or warranties) as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties will be true and correct at and as of such date, except, in each case, for any inaccuracies and omissions that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Change.
(c) The covenants and agreements of the Sellers and the Company to be performed on or before the Closing Date in accordance with this Agreement will have been duly performed in all material respects.
(d) Purchaser will have received at the Closing a certificate confirming the items in this Section 8.1, Section 8.3, Section 8.5 and Section 8.7 dated the Closing Date and validly executed by the Company and each Seller; provided, that, with respect to Section 8.3, Section 8.5 and Section 8.7, the confirmation will be qualified by the Knowledge of each Seller.
Representations, Warranties and Covenants of the Sellers. Each Seller hereby represents and warrants, as of the date hereof and as of the Closing Date, and covenants, that:
Representations, Warranties and Covenants of the Sellers. Except as set forth in the Schedule of Exceptions, each Seller hereby represents, warrants and covenants to Purchaser as set forth below:
Representations, Warranties and Covenants of the Sellers. (i) The Sellers, jointly and severally, represent, warrant and covenant to the Purchasers, and (ii) each of Remedy and Apogee hereby make to the other each of such representations and warranties (provided, however, that nothing herein shall impair the joint and several nature of such representations and warranties with respect to the Purchasers, and the right of either of them to enforce any breach of any such representation or warranty shall be subordinated to the right of the Purchasers to obtain recovery therefor against either or both of them):
