Reaffirmation of Representations and Warranties by the Transferor Clause Samples
The 'Reaffirmation of Representations and Warranties by the Transferor' clause requires the party transferring assets or interests (the transferor) to confirm that all previously made statements and guarantees about the assets remain true and accurate at a later date, often at the time of closing or upon a subsequent event. In practice, this means the transferor must review and restate their original assurances regarding matters such as ownership, absence of liens, or compliance with laws, ensuring that no material changes have occurred since the initial agreement. This clause serves to protect the transferee by ensuring that the basis for the transaction remains valid and up-to-date, thereby reducing the risk of undisclosed issues arising after the transfer.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.02(a) or Section 2.05 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.01 hereof are true and correct on and as of such day as though made on and as of such day.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a), Section 2.5 or Section 2.19 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further condition precedent that, prior to the date of such Incremental Transfer the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent, and the Transferor shall be deemed to have represented and warranted that such condition precedent has been satisfied.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further condition precedent that prior to the date of such Transfer, the Collection Agent shall have delivered to each Class Agent and the Administrative Agent, in form and substance satisfactory to the each Class Agent and the Administrative Agent, a completed Investor Report dated within 14 days prior to the date of such Transfer, together with a listing by Obligor, if requested, and such additional information as may be reasonably requested by any Class Agent or the Administrative Agent; and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied. Any document, instrument, certificate or notice delivered to any Class Investor hereunder shall be deemed a representation and warranty by the Transferor to the extent that such document, instrument, certificate or notice contains any statement of fact, which shall not include forward-looking statements.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or 51 50 Section 2.5 hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further conditions precedent that:
(a) prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and each Administrative Agent, in form and substance satisfactory to the Agent and each Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer, together with a listing by Primary Payor of all Receivables, and such additional information as may be reasonably requested by any Administrative Agent or the Agent;
(b) on date of such Incremental Transfer, either (i) FMCH's long-term public senior debt securities are rated as least B- by Standard & Poor's and B3 by Moody's, or if neither Standard & Poor's nor Moody's shall rate such securities, FMCH's long-term senior debt shall have a deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, or (ii) FMC's long-term public senior debt securities are rated as least B- by Standard & Poor's and B3 by Mood▇'▇ ▇▇▇estors Service, or if neither Standard & Poor's nor Moody's shall rate such securities, FMC's long-term senior debt shall have deemed rating of at least B as determined by each Administrative Agent using its standard bond rating methodology, and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.
Reaffirmation of Representations and Warranties by the Transferor. On the date of each Incremental Transfer and on each Reporting Date, the Transferor, by accepting the proceeds of the Transfer on such Transfer Date, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5 hereof or by delivery of a Monthly Report, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are true and correct on and as of such day as though made on and as of such day, other than those representations and warranties which speak to an earlier date, which shall be true and correct as of such earlier date.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5, shall be deemed to have certified that all representations and warranties described in Section 3.1 are correct on and as of such day as though made on and as of such day. Each Incremental Transfer shall be subject to the further condition precedent that prior to the date of such Incremental Transfer, the Master Servicer shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report dated within five days prior to the date of such Incremental Transfer, together with a listing by Obligor, if requested, and such additional information as may be reasonably requested by the Agent; and the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Receivable is sold or purported to be sold by an Originator to the Transferor pursuant to the Purchase and Sale Agreement or is created by the Transferor, and when sold or contributed to the Company hereunder, the Transferor shall be deemed to have certified that all representations and warranties set forth in this Article V are true and correct on and as of such day (except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date)).
Reaffirmation of Representations and Warranties by the Transferor. On the Closing Date and on each Conveyance Date, the Transferor, by accepting the proceeds of such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects (or, in the case of any representation and warranty that is already qualified by materiality, subject to the materiality standard set forth therein) on and as of such day as though made on and as of such day (or, if such representation or warranty is limited to a specific date, such specific date). The representations and warranties set forth in Section 4.1 shall survive (i) the Conveyance of the Transferred Assets to the Transferee; (ii) the termination of the rights and obligations of the Transferee and the Transferor under this Agreement and (iii) the termination of the rights and obligations of the Transferee under the Credit Agreement. Upon discovery by a Responsible Officer of the Transferee or the Transferor of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other and to the Administrative Agent.
Reaffirmation of Representations and Warranties by the Transferor. On each day that a Transfer is made hereunder, the Transferor, by accepting the proceeds of such Transfer, whether delivered to the Transferor pursuant to Section 2.2(a) or Section 2.5(a) hereof, shall be deemed to have certified that all representations and warranties described in Section 3.1 hereof are correct on and as of such day as though made on and as of such day (except to the extent they expressly speak only as to an earlier date). Each Incremental Transfer shall be subject to the further condition precedent that prior to the date of such Incremental Transfer, the Collection Agent shall have delivered to the Agent and the Administrative Agent, in form and substance satisfactory to the Agent and the Administrative Agent, a completed Investor Report dated within ten (10) days prior to the date of such Incremental Transfer and, if and to the extent requested by the Agent, (i) a listing of all Receivables by Obligor (ii) a listing of Qualified LEC Receivables by LEC, and (iii) and such other additional information as may be reasonably requested by the Administrative Agent or the Agent; and by its receipt and acceptance of such Transfer, the Transferor shall be deemed to have represented and warranted that such conditions precedent have been satisfied.
Reaffirmation of Representations and Warranties by the Transferor. On the Closing Date and on each Conveyance Date, the Transferor, by accepting the proceeds of such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects (or, in the case of any representation and warranty that is already qualified by materiality, subject to the materiality standard set forth therein) on and as of such day as though made on and as of such day (or, if such representation or warranty is limited to a specific date, such specific date). The representations and warranties set forth in Section 4.1 shall survive (i) the Conveyance of the Transferred Assets to the Transferee; (ii) the termination of the rights and obligations of the Transferee and the Transferor under this Agreement, (iii) the termination of the rights and obligations of the Transferee under the Loan Agreement and (iv) any subsequent Conveyance of the Transferred Assets by the Transferee (including its grant of security interest in, to and under the Transferred Assets pursuant to the Loan Agreement) and such representations and warranties may not be waived by any party hereto without the consent of the Administrative Agent. Upon discovery by a Responsible Officer of the Transferee or the Transferor of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other and to the Administrative Agent.