REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, severally and not jointly, represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date or as of such date specifically provided herein:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller hereby represents and warrants, severally and not jointly, to Buyer as follows:
(a) If such Seller is a not an individual, such Seller is duly organized, validly existing and in good standing under the law of its state of formation and has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Such Seller has taken all necessary organizational action to authorize, and has obtained all necessary approvals for, its execution and delivery of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes such Seller’s legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Enforceability Exceptions”).
(c) Such Seller is the sole record and beneficial owner of the Owned Class A Shares and the Owned Class B Shares set forth opposite the name of such Seller on the Schedule of Sellers. The Schedule of Sellers sets forth opposite the name of such Seller the number of its Owned Class B Shares that are subject to the right of first refusal under the Stockholders’ Agreement. Such Seller’s Owned Class A Shares are duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, duly authorized, validly issued, fully paid and non-assessable. Such Seller’s Owned Class A Shares are held by such Seller free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Such Seller’s Owned Class B Shares are, and upon conversion thereof the Class A Shares issuable upon such conversion will be, held by such Seller free and clear of all Encumbrances, other than the right of first refusal set forth in the Stock...
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, severally but not jointly, represents and warrants as to itself to Purchaser as follows as of the date hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date and, with respect to any securitization, as of the related cut-off date specified in the related trust agreement with respect to such securitization (and modified, if necessary, to reflect changes due to events that may have occurred from the applicable Funding Date through the closing date of the securitization) or as of such date specifically provided herein:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller represents and warrants to the Buyer, severally, as of the date hereof and as of the Effective Date that:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers hereby represent and warrant, jointly and severally, to the Purchaser as of the date of this Agreement and the Closing:
(a) Each Seller has the requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by each Seller and the sale and delivery of the Contract Shares hereunder have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property.
(c) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) Each Seller has record and beneficial ownership of and good and valid title to such Seller's Contract Shares, and such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances.
(e) Upon each delivery of the Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Contract Shares, free and clear of all liens, pledges, charges, equities, claims and encumbrances, will pass to the Purchasers.
(f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A hereto, and such Seller does not hold or beneficially own any other securitie...
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller, solely for itself, himself or herself, individually (and not jointly and severally), represents and warrants the following to Buyer that on and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller represents and warrants as follows:
(a) Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation indicated at the beginning of this Agreement, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except to the extent that any failure to be so qualified or in good standing could reasonably be expected to result in a Material Adverse Effect.
(b) The execution, delivery and performance by such Seller of the Transaction Documents to which it is a party and the other documents to be delivered by it thereunder, and the transactions contemplated hereby and thereby, including such Seller's use of the proceeds of the sales, transfers and assignments of Receivable Assets hereunder, are within such Seller's corporate powers, have been duly authorized by all necessary corporate action, do not (i) contravene such Seller's charter, articles or by-laws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any obligation of such Seller under, or result in or require the creation of any lien upon or security interest in any property of such Seller pursuant to the terms of, any Contract or any other agreement or instrument (other than any Transaction Document) binding on or affecting such Seller or any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Seller of any Transaction Document to which it is a party or any other agreement or document to be delivered thereunder, or for the perfection of or the exercise by any Indemnified Party of its rights and remedies under such Transaction Document or such other agreement or document, except for the filing of the financing statements referred to in Section 2.01(c).
(d) This Agreement has been, and each other Transaction Document to which such Seller is a party when delivered will have been, duly executed and delivered by such Seller. This Agreement is, and the other Transaction Documents to which such Seller is a party when delivered will be, the legal, valid and binding obligations o...
REPRESENTATIONS AND WARRANTIES OF EACH SELLER. Each Seller individually represents and warrants to the Buyer as follows as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)):
