REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(i) the Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Seller's business as presently conducted or on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby;
(ii) the Seller has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Seller of this Agreement have been duly authorized by all necessary corporate action on the part of the Seller; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Seller or its properties or the articles of incorporation or by-laws of the Seller, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors...
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. 13 SECTION 9.
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. As of the date hereof and as of the Closing Date, the Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. As an inducement for the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. Except as set forth in a correspondingly numbered schedule attached to this Agreement, the Seller represents and warrants to each of the Buyers as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. The Seller represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. As a material inducement to the Buyer entering into this Agreement, the Seller hereby represents and warrants to the Buyer and the Merger Subsidiary the following, in each case as of the date of this Agreement and the Closing Date, unless otherwise specifically provided:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. The Seller represents and warrants that each of the statements contained in this ARTICLE III is true and correct. Except for the representations and warranties expressly set forth in this ARTICLE III, the Seller makes no other representation or warranty (either express or implied).
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. ENTITIES AND THE BUYER 7
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. 6 3.1 Capacity of the Seller...................................................................... 6 3.2 Enforceability.............................................................................. 6 3.3 Noncontravention............................................................................ 6 3.4
