Representations and Warranties as to Security Interests Clause Samples

Representations and Warranties as to Security Interests. The Depositor makes the following representations and warranties as to the Receivables on which the Issuer shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. (a) This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor. (b) The Depositor has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC. (d) The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement and installment sales contract that constitute or evidence the Receivables have been delivered to the Servicer, as custodian for the Issuer. (f) The Depositor has received a written acknowledgment from the Servicer that the Servicer is holding the loan agreements and installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (g) Other than the security interest granted to the Issuer pursuant to this Agreement and the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor. (h) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the I...
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Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser, with respect to the Receivables, as of the Closing Date:
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Representations and Warranties as to Security Interests. The Seller represents and warrants to the Purchaser as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. (b) The Seller has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” (or, if such terms are not separately defined in the applicable UCC, “chattel paper”) within the meaning of the applicable UCC. (d) The Seller owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. (e) All original executed copies of each loan agreement or installment sales contract that constitute or evidence of those Receivables that are “tangible chattel paper” have been delivered to the Servicer, as custodian for the Issuer. (f) The Seller has “control” (within the meaning of Section 9-105 of the applicable UCC) of the sole authoritative copy of any Receivable that constitutes “electronic chattel paper” and has not communicated an authoritative copy of any Receivable that constitutes “electronic chattel paper” to any Person other than the Servicer (constructively communicated), as custodian for the Issuer. (g) The Seller has received a written acknowledgment from the Servicer, if MBFS USA is not the Servicer, that the Servicer is holding the loan agreements or installment sales contracts that constitute or evidence the Receivables solely on behalf and for the benefit of the Issuer. (h) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. (i) None of the loan agreements or installment sales contracts that constitute or evidence the Receivables has any marks or notations indicating that it has been p...
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Representations and Warranties as to Security Interests. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date: (a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) The Issuer has taken all steps necessary to perfect its security interest against the Obligor in the Financed Vehicles. (c) The Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.
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Representations and Warranties as to Security Interests. (a) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, to the extent that Standard & Poor’s is a Rating Agency, the Borrower makes the representations and warranties set forth on Schedule 1 to this Agreement on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely. Notwithstanding the foregoing, the representations and warranties set forth on Schedule 1 to this Agreement may not be waived. (b) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, the Borrower makes the following representations and warranties on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely: (i) All of the Permitted Investments with respect to such Exchange Note have been and will be credited to the related Collection Account. (ii) The securities intermediary for the related Collection Account has agreed or will agree in an account control agreement to (A) treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC and (B) comply with all instructions originated by the secured party as set forth in the applicable account control agreement relating to the Collection Account without further consent by the Borrower. (iii) The Collection Account is not in the name of any Person other than the Borrower, the Collateral Agent or, if debt obligations that are secured by the applicable Exchange Note have been issued, the applicable indenture trustee. (iv) The Borrower has not consented to the securities intermediary of any Collection Account with respect to such Exchange Note complying with entitlement orders of any Person other than the Collateral Agent or, if debt obligations secured by an Exchange Note have been issued, the applicable indenture trustee.
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Related to Representations and Warranties as to Security Interests

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.