The Transferor. 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;
5.2 warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country in which the Transferor is incorporated and the country in which its lending office is located; and
5.3 agrees that it will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Transfer Certificate or for a similar purpose.
The Transferor. (a) warrants to the Transferee and each Relevant Party that:
(i) the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and
(ii) this Certificate is valid and binding as regards the Transferor;
(b) warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and
(c) undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Certificate or for a similar purpose.
The Transferor the Issuer and the Trustee agree that the obligation of the Contributor to repurchase or substitute any Contract pursuant to this Section 5.03 shall constitute the sole remedy for any such breach available against the Contributor by the Transferor, the Issuer, any Noteholder or the Trustee; PROVIDED, that the limitation contained in this clause (c) shall not otherwise limit the rights of any such Person under Section 5.02.
The Transferor warrants to the Transferee and each Relevant Party that:
The Transferor is the legitimate and actual owner of the shareholder’s equity. The equity is free from any lien, pledge, claim, and any other security interest and any third-party right, and it is not bound by any prior right of shareholder (including but not limited to preemptive right or first refusal right).The Transferee will not be recovered by any third party upon its acceptance of the shareholder’s equity.
The Transferor warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;
The Transferor. (a) has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depositary a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or
(b) has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.
The Transferor. (a) warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;
(b) warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country In which the Transferor is incorporated and the country in which its lending office is located; and
(c) agrees that it will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Transfer Certificate or for a similar purpose.
The Transferor. 37 SECTION 7.1. Representations of the Transferor..........................................................37 SECTION 7.2. Liability of the Transferor................................................................39 SECTION 7.3. Merger or Consolidation of, or Assumption of the Obligations of, the Transferor............39 SECTION 7.4. Limitation on Liability of the Transferor and Others.......................................40 SECTION 7.5. Transferor May Own Notes...................................................................40 ARTICLE VIII THE SERVICER........................................................................................40
The Transferor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
