Representations and Warranties as to Receivables Sample Clauses
The 'Representations and Warranties as to Receivables' clause sets out specific assurances made by one party regarding the quality, validity, and enforceability of receivables being sold or transferred. Typically, this clause requires the seller to confirm that the receivables are genuine, free from prior claims, and not subject to disputes or offsets. By providing these assurances, the clause protects the buyer from hidden risks associated with the receivables and ensures that the assets being transferred meet agreed-upon standards, thereby allocating risk and promoting transactional certainty.
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Representations and Warranties as to Receivables. (a) As to the Receivables generally:
(i) Each Borrower or Originator or, where a Borrower or Originator was not the original lender, to the best of such Borrower’s knowledge, the original lender or seller had and continue to have full power, authorization, permits, licenses and other authority to hold, enforce, and make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records comprising such Receivables are genuine and enforceable;
(ii) All Receivables have been duly authorized, executed, delivered by the parties whose names appear thereon and are valid and enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws relating to the enforcement of creditors rights’ or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and consumer protection laws; if auto title loans, constitute chattel paper; any chattels described in any Receivable are and will be accurately described and are and will be in the possession of the parties granting the security interest therein; and any applicable filing, recording or lien notation law with respect to any collateral securing a Receivable will have been complied with to the extent such filing or recording is necessary under applicable law to create or perfect such Borrower’s or such Guarantor’s security interest in such collateral consistent with the Credit Policy.
(iii) The form and content of all Receivables and the security related thereto comply in all material respects (and in any event in all material respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, rules and regulations, including without limitation, the Consumer Finance Laws;
(iv) The original amount and unpaid balance of each Receivable on Borrowers’ Books and Records and on any statement or schedule delivered to Agent and/or any Lender, including without limitation the Schedule of Receivables and Assignment, is and will be the true and correct amount actually owing to a Borrower as of the date each Receivable is pledged to Agent or as of such date specified on such statement of schedule, is not, to the best of Borrowers’ knowledge, subject to any claim of reduction, counterclaim, set-off, recoupment or any other claim, allowance or adjustment; and no Borrower has any knowledge of any f...
Representations and Warranties as to Receivables. With respect to Receivables, each Related Party continuously warrants and represents to Lender that during the term of this Agreement and so long as any of the Indebtedness remains unpaid: (i) in determining which Receivables are “Eligible Receivables,” Lender may rely upon all statements or representations made by each Related Party; and (ii) those Receivables designated as Eligible Receivables meet each of the following requirements below at the time any request for advance is provided to Lender:
(a) The Receivables are genuine; are in all respects what they purport to be; and the Consumer Loan Documents evidencing each such Receivable has only one original counterpart, provided that the Consumer Loan Documents include one original promissory note which constitutes an “instrument” for purposes of Section 102(a)(47) of the Uniform Commercial Code; and no Person other than Lender or the Custodian is in actual or constructive possession of any such original Consumer Loan Documents;
(b) The Receivables represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto;
(c) The amounts of the face value shown on any schedule of Receivables provided to Lender, and/or all invoices or statements delivered to Lender with respect to any Receivables, are actually and absolutely owing to a Related Party and are not contingent for any reason;
(d) The Receivables shall satisfy the applicable criteria set forth in Sections 1.A. of Schedule A attached hereto, which includes without limitation criteria regarding (i) the minimum interest rate, (ii) the maximum original term to maturity, and (iii) the maximum original principal balance;
(e) No set-offs, counterclaims or disputes as to payments or liability thereon exist or have been asserted with respect thereto and no Related Party has made any agreement with any Account Debtor thereunder for any deduction therefrom, other than deductions, set-offs or counterclaims which are fully reflected in the face amount of the Receivable;
(f) No facts, events or occurrences exist that, in any way, impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of the Receivable shown on any schedule, or on all contracts, invoices or statements delivered to Lender with respect thereto;
(g) To the knowledge of each Related Party, all Account Debtors in connection with Receivables: (i) had the capacity to contract at th...
Representations and Warranties as to Receivables. NFC makes the following representations and warranties as to the Designated Receivables on which NFRRC relies in accepting the Designated Receivables. Such representations and warranties speak as of the Closing Date for such Designated Receivables and as of the date of the related transfer of such Designated Receivables under the Further Transfer and Servicing Agreements, and shall survive the sale, transfer and assignment of such Designated Receivables to NFRRC and the subsequent assignment and transfer thereof pursuant to the Further Transfer and Servicing Agreements:
Representations and Warranties as to Receivables. NFC makes the following representations and warranties and the additional representations and warranties set forth in Appendix A hereto as to the Designated Receivables on which NFRRC relies in accepting the Designated Receivables. Such representations and warranties (other than Section 3.01(n), which speaks only as of the Closing Date) speak as of the Purchase Date for such Designated Receivables, and as of the date of the related transfer of such Designated Receivables under the Further Transfer and Servicing Agreements, and shall survive the sale, transfer and assignment of such Designated Receivables to NFRRC and the subsequent assignment and transfer thereof pursuant to the Further Transfer and Servicing Agreements:
Representations and Warranties as to Receivables. DFS makes the following representations and warranties as to the Receivables, on which representations and warranties each of Ganis, the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to Receivables. (a) As to the Receivables generally:
(i) The Borrower or, where the Borrower was not the original lender, to the best of Borrower's knowledge, the original lender or seller had full power and authority to make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records related thereto are genuine, based on enforceable contracts and are in all respects what they purport to be;
(ii) All Receivables have been duly authorized, executed, delivered by the parties whose names appear thereon and are valid and enforceable in accordance with their terms; constitute Chattel Paper; any chattels described in any Receivable are and will be accurately described and are and will be in the possession of the parties granting the security interest therein; and (A) any applicable filing, recording or lien notation law with respect to any collateral securing a Receivable will have been complied with to the extent such filing or recording is necessary under applicable law to create or perfect Borrower's security interest in such collateral consistent with its present policy; or
Representations and Warranties as to Receivables. DFS has made representations and warranties set forth in Section 3.01 of the DFS/Ganis Transfer Agreement, and has consented to the assignment by the Transferor to the Depositor and by the Depositor to the Issuer of the Transferor's rights with respect thereto. Pursuant to Section 2.01 of this Agreement, the Transferor has transferred to the Depositor all of the Transferor's right, title and interest in, to and under the DFS/Ganis Transfer Agreement, which shall be understood to include the representations and warranties of DFS therein, upon which the Depositor relies in accepting the Receivables, together with all rights of the Transferor with respect to any breach thereof, including the right to require DFS to purchase Receivables in accordance with the DFS/Ganis Transfer Agreement. The Transferor makes the following representations and warranties as to the Receivables, on which representations and warranties each of the Depositor and the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations and Warranties as to Receivables. With respect to each Collateral Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Borrower and the Investment Manager warrant and represent to Agent and Lenders as of the date of delivery of each such Borrowing Base Certificate (or such other date as set forth in the definition of “Eligible Receivables”, as applicable) that: (i) such Collateral Receivable constitutes an Eligible Receivable, and (ii) in determining which Collateral Receivables are “Eligible Receivables,” Agent and Lenders may rely upon all statements or representations made by Borrower.
Representations and Warranties as to Receivables. As to the Receivables Each Borrower or, where a Borrower was not the original lender, to the best of such Borrower’s knowledge, the original lender or seller had full power and authority to make the loans (or other extensions of credit) evidenced by the Receivables and all such Receivables and all Books and Records related thereto are genuine, based on enforceable contracts and are in all respects what they purport to be; All Receivables have been duly authorized, executed, delivered by the parties whose names appear thereon and are valid and enforceable in accordance with their terms (except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally); constitute chattel paper; any chattels described in any Receivable are and will be accurately described and are and will be in the possession of the parties granting the security interes t therein; and any applicable filing, recording or lien notation law with respect to any collateral securing a Receivable will have been complied with to the extent such filing or recording is necessary under applicable law to create or perfect such Borrower’s security interest in such collateral consistent with its present policy. The form and content of all Receivables and the security related thereto and the transactions from which they arose comply in all material respects (and in any event in all respects necessary to maintain and ensure the validity and enforceability of the Receivables) with any and all applicable laws, rules and regulations, including without limitation, the Consumer Finance Laws; The original amount and unpaid balance of each Receivable on Borrowers’
Representations and Warranties as to Receivables. The following new Section 4.1(a)(viii) is added to the Loan Agreement: