Examples of Underlying Assignment Agreement in a sentence
The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) is the only agreement pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.
The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) and the Master Participation Agreement are the only agreements pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.
The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto, each participation agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) is the only agreement pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.
Nothing in any such transfer document or Underlying Assignment Agreement (or, in the case of any Underlying Note, nothing in such chain of endorsement) shall be deemed to impair the sales, conveyances and transfers of the Loans by the Seller to the Purchaser in accordance with the terms of this Agreement.
The Assignor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Underlying Assignment Agreement, the Servicing Agreement, the Commitment Letters, and this Assignment Agreement.
Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 4 of the Underlying Assignment Agreement or Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder.
The Servicer further represents and warrants that (i) no notice of termination has been given to the Servicer under the Servicing Agreement and (ii) the representations and warranties contained in Section 3.1 of the Servicing Agreement, as modified by the applicable Underlying Assignment Agreement, are true and correct as of February 28, 2007.
The total premium is the premium rate multiplied by the total liability that is insured by a crop insurance product.
With respect to the Agreements, nothing has occurred or failed to occur from and after the closing date set forth in the Underlying Assignment Agreement to March 30, 2007 that would cause any of the representations and warranties contained in Section 3.02 under the Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof.
The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the the Underlying Assignment Agreement, Servicing Agreement, the Commitment Letters, or this Assignment Agreement.