REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. In order to induce the Buyer to enter into this Agreement and to make purchases hereunder, each Originator (and solely with respect to Section 5.21, the Buyer) hereby represents and warrants with respect to itself that each representation and warranty concerning it or the Receivables sold by it hereunder that is contained in the Receivables Financing Agreement is true and correct, and hereby makes the representations and warranties set forth in this Article V:
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. In order to induce the Company to enter into this Agreement and to make purchases and accept contributions hereunder, each Originator, hereby makes with respect to itself the representations and warranties set forth in this Article V.
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each Originator hereby represents and warrants as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each Originator hereby makes the representations and warranties set forth in this Article V as of the Closing Date for such Originator and on each day on which such Originator sells or contributes Receivables hereunder.
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. The Originators represent and warrant that as of the date hereof and as of the date of the Purchase:
(a) Each of the Originators is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect.
(b) The execution, delivery and performance by the Originators of this Agreement and all other Originator Documents to be entered into by them, including the Originators' use of the proceeds of the Purchase, are within each Originator's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) each Originator's charter or by-laws, (ii) any law, rule or regulation applicable to the Originators, (iii) any contractual restriction binding on or affecting each Originator or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting each Originator or its property, and do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of the Buyer with respect to the Transferred Assets); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originators have each been duly executed and delivered by the Originators.
(c) This Agreement and each other Originator Document to be entered into by the Originators constitute the legal, valid and binding obligation of the Originators enforceable against each Originator in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity.
(d) 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 the Originators of this Agreement or any other Originator Document to be entered into by them, except for the filing of the UCC financing statements referred to in ARTICLE III, all of which financing statements have been duly executed and are in proper form for filing in the relevant jurisdictions.
(e) No filing, recording, notice or acknowledgment is necessary in any jurisdiction to ...
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each Originator ------------------------------------------------- represents and warrants to the Purchaser as of the Effective Date that:
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each of the Originators hereby represents and warrants, as to itself, to the Owner Trustee, as of the Closing Date, that:
(a) It is duly organized and validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business presently conducted.
(b) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.
(c) It has the corporate power and authority to execute and deliver this Agreement and to carry out its terms and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action.
(d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under its articles of incorporation or bylaws, or any material indenture, agreement or other material instrument to which it is a party or by which it is bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to it of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties.
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. To induce Buyer to purchase the Sold Receivables and to acquire the Contributed Receivables, each Originator and Superior make the following representations and warranties to Buyer as of the Closing Date and, except to the extent otherwise expressly provided below, as of each Transfer Date, each of which shall survive the execution and delivery of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each of the Originators represents and warrants as to itself as follows:
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS. Each Originator represents and warrants to the Purchaser that each of the following statements is true at the time of each offer as of the Effective Date that:
