REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER Sample Clauses

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. (a) With respect to FFELP Loans sold on a Loan Purchase Date, the Seller hereby makes the representations and warranties set forth in Exhibit E hereto as of such Loan Purchase Date. Each representation, warranty, certification, covenant and agreement contained in this Loan Purchase Agreement shall survive the applicable Loan Purchase Date.
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. With respect to FFELP Loans transferred on a Loan Purchase Date, the Seller will make the following representations and warranties on the applicable Loan Sale Purchase Date.
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. The Seller hereby represents and warrants to, and covenants and agrees with, the Purchaser, as of the date hereof and as of the date of the Closing, that:
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. Except as set forth in the Disclosure Schedule, the Seller represents and warrants, to and for the benefit of the Purchaser Indemnified Parties for purposes of Article IX, only as to the matters expressly set forth in this Article III. Disclosure of an item anywhere on the Disclosure Schedule shall be deemed to be disclosure of such item with respect to, and therefore to qualify each representation and warranty contained in, each Section and subsection in this Article III where such qualification is reasonably apparent from the text of the disclosure; provided, however, that for purposes of determining whether the Seller has committed a fraudulent breach of a representation or warranty, such qualification need not be reasonably apparent from the text of the disclosure. Representations and warranties shall be deemed to be qualified by the items set forth in the Disclosure Schedule even if they do not expressly use the phrase "except as set forth in Part ___ of the Disclosure Schedule" (or phrases of similar import). Notwithstanding any other provisions of this Article III, the only representations and warranties made by the Seller relating, directly or indirectly, to intellectual property assets or intellectual property issues (including the Owned Intellectual Property), including, but not limited to, any agreements, licenses, liabilities, ownership, performance, software "bugs", design flaws, security vulnerabilities, warranties as to merchantability, fitness for a particular purpose, or suitability of software, title or infringement issues, or rights or authority or any other matters relating thereto, are made in Section 3.13 hereof. The inclusion of any direct or indirect reference to intellectual property assets or issues, or rights or authority relating thereto, in any Part of the Disclosure Schedule shall not be deemed to have the effect or to imply that any provision of this Article III (other than Section 3.13) contains representations and warranties pertaining to intellectual property assets or issues.
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. The sale of the Purchased Assets is made without recourse against the Seller, or representation or warranty by the Seller, whether expressed, implied or imposed by law, of any kind or nature, except as provided in this Agreement. The Seller has not, does not and will not make any representations or warranties with respect to the collectability of any Receivable except as otherwise provided herein. However, Seller understands, acknowledges and agrees that such sale shall be made pursuant to and in reliance by the Buyers on the representations and warranties of the Seller as set forth in this Section 6 and otherwise as set forth in this Agreement and/or in the Sale Documents, which such representations and warranties shall be controlling in the event of any conflict.
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. The Seller hereby represents, warrants and agrees as follows:
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. (a) With respect to Student Loans sold to the Purchaser on a Loan Transfer Date, the Seller hereby makes the representations and warranties set forth in Exhibit E hereto as of such Loan Transfer Date.
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REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER. The Seller hereby makes, and shall be deemed to again make as of each Loan Purchase Date, each representation, warranty, covenant and agreement set forth in Exhibit "C".
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Related to REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations, Warranties and Agreements of the Subadviser The Subadviser represents, warrants and agrees that:

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

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