Representations and Warranties of Transferor. Transferor makes the following representations and warranties as of the date hereof and as of the Closing Date on which Transferee relies in purchasing the Conveyed Assets. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Conveyed Assets hereunder and the pledge thereof by the Transferee to the Indenture Trustee under the Indenture. Transferor and Transferee agree that the Indenture Trustee will thereafter be entitled to enforce this Agreement against Transferor in the Indenture Trustee’s own name on behalf of the Noteholders.
Representations and Warranties of Transferor. The -------------------------------------------- Transferor hereby represents and warrants to the Owner Trustee that:
(a) The Transferor is a Delaware corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and any other document related hereto to which it is a party and to perform its obligations as contemplated hereby and thereby.
(b) The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform its obligations under this Agreement or any other document related hereto to which the Transferor is a party.
(c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which the Transferor is a party have been duly authorized by the Transferor by all necessary corporate action on its part and each of this Agreement and the other Transaction Documents to which the Transferor is a party will remain, from the time of its execution, an official record of the Transferor; the Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust pursuant to Section 2.05 of this Agreement and Section 2.01 of the Transfer and Servicing Agreement.
(d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not...
Representations and Warranties of Transferor. Transferor represents and warrants to Transferee as follows:
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Trustee, on behalf of the Trust, as of the Removal Date:
Representations and Warranties of Transferor. The Transferor hereby makes each of the representations and warranties made by LBAC in Section 3.2(b) of the Purchase Agreement with respect to the Receivables to the same extent as if such representations and warranties were fully set forth herein. With respect to such representations and warranties, the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables, [the Note Insurer shall be deemed to have relied on such representations and warranties in issuing the Note Policy], the Indenture Trustee is deemed to have relied on such representations and warranties in issuing the Notes, the Noteholders are deemed to have relied on such representations and warranties in purchasing the Notes and the Owner Trustee is deemed to have relied on such representations and warranties in issuing the Certificate. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date but shall survive the transfer and assignment of the Receivables to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties of Transferor. Each Transferor hereby represents and warrants to the Transferee as follows:
Representations and Warranties of Transferor. (a) Pursuant to Article III, the Transferor has assigned to the Trust the benefit of, and its rights respecting, the representations and warranties made to the Transferor in the Purchase Agreement as to the Receivables on which the Trust relies in accepting the Receivables in trust and executing and authenticating the Notes and executing and delivering the Indenture and on which the Insurer will rely in issuing the Policy. The Transferor agrees that the representations shall also be for the benefit of the Secured Parties to the same extent as if each of such representations and warranties were fully set forth herein, including, without limitation, the representations and warranties set forth in Sections 3.01 and 3.02 of the Purchase Agreement. Such representations and warranties speak as of the execution and delivery of the Purchase Agreement but shall survive the sale, transfer, and assignment of the Receivables to the Trust and the pledge of the Receivables to the Indenture Trustee.
(b) The Transferor hereby represents and warrants to the Trust that it has entered into the Purchase Agreement with BVAC, that BVAC has made the representations and warranties set forth therein, that such representations and warranties run to and are for the benefit of the Transferor, and that pursuant to Article III of this Agreement the Transferor has transferred and assigned to the Trust all rights of the Transferor to cause BVAC under the Purchase Agreement to repurchase Receivables in the event of a breach of such representations and warranties.
(c) The foregoing provisions of this Section 7.01 are intended to grant the Trust and its assignees a direct right against BVAC to demand performance of its obligations under the Purchase Agreement.
(d) It is the intention of the Transferor that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables and the other Trust Property from the Transferor to the Trust and that the Receivables and the other Trust Property not be part of the bankruptcy estate in the event of the bankruptcy of the Transferor. In the event that a court of competent jurisdiction were to conclude that the transfer of Receivables or the other Trust Property constitutes a grant of a security interest rather than a sale of the Receivables, the other Trust Property and the proceeds thereof, this Agreement and the transactions provided for herein shall be deemed to constitute a grant by the Transferor to the Trust of...
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Buyer as of the date hereof this Amendment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
Representations and Warranties of Transferor. Transferor hereby represents and warrants to Buyer as of the Removal Date:
Representations and Warranties of Transferor. The Transferor hereby represents and warrants to the Issuer, on behalf of the Issuer, as of the date of this Assignment and as of the Addition Date that:
