Perfection Representations, Warranties and Covenants definition

Perfection Representations, Warranties and Covenants means those perfection representations, warranties and covenants set forth in Exhibit E, attached hereto.
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Examples of Perfection Representations, Warranties and Covenants in a sentence

  • The Perfection Representations, Warranties and Covenants set forth in Exhibit E shall be a part of this Agreement for all purposes.

  • Notwithstanding any other provision of this Agreement, the Contribution Agreement, the Indenture or any other Transaction Document, the Perfection Representations, Warranties and Covenants contained in this Schedule shall be continuing, and remain in full force and effect until such time as all obligations under this Sale and Allocation Agreement, the Contribution Agreement and the Indenture have been finally and fully paid and performed.

  • Notwithstanding any other provision of this Agreement or any other Loan Document, the Perfection Representations, Warranties and Covenants contained in this Exhibit E shall be continuing, and remain in full force and effect (notwithstanding any termination of the Total Commitments or any replacement of the Borrower or termination of the Borrower’s rights to act as such) until such time as all obligations under Agreement have been finally and fully paid and performed.

  • Each Exchange Note Separate; Assignees of Exchange Note 71 Exhibit A– Form of Notes A-1 Exhibit B– Form of Repurchase Request B-1 Exhibit C– Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2018, is between MERCEDES-BENZ AUTO LEASE TRUST 2018-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

  • Exhibit A Form of Assignment Pursuant to Purchase Agreement Schedule I Representations and Warranties With Respect to the Receivables Schedule II Perfection Representations, Warranties and Covenants THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended from time to time, this “Agreement”) by FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”), and FIFTH THIRD HOLDINGS FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).

  • Exhibit A Form of Assignment Pursuant to Receivables Sale Agreement Schedule I Representations and Warranties With Respect to the Receivables Schedule II Perfection Representations, Warranties and Covenants Schedule III Schedule of [Originator] Receivables THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended from time to time, this “Agreement”) by [ORIGINATOR], a [ ], and FIFTH THIRD HOLDINGS, LLC, a Delaware limited liability company (“FTH LLC”).

  • Notwithstanding any other provision of this Agreement, the Sale and Allocation Agreement, the Indenture or any other Transaction Document, the Perfection Representations, Warranties and Covenants contained in this Schedule shall be continuing, and remain in full force and effect until such time as all obligations under this Agreement, the Sale and Allocation Agreement and the Indenture have been finally and fully paid and performed.

  • Each Exchange Note Separate; Assignees of Exchange Note 70 Exhibit A – Form of Notes A-1 Exhibit B – Form of Repurchase Request B-1 Exhibit C – Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of October 1, 2016, is between MERCEDES-BENZ AUTO LEASE TRUST 2016-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

  • Each Exchange Note Separate; Assignees of Exchange Note 69 Exhibit A – Form of Notes A-1 Exhibit B – Form of Repurchase Request B-1 Exhibit C – Perfection Representations, Warranties and Covenants C-1 This INDENTURE, dated as of November 1, 2019, is between MERCEDES-BENZ AUTO LEASE TRUST 2019-B, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

  • The Transferor makes the perfection representations, warranties and covenants set forth on Schedule 2 (Perfection Representations, Warranties and Covenants) hereto, with respect to itself and any Acquired Receivable sold by the Transferor, on the date of each Purchase by the Transferee from the Transferor hereunder and on each Reporting Date.

Related to Perfection Representations, Warranties and Covenants

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Special Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Additional Representation has the meaning specified in Section 3.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.