REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS Sample Clauses

REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Servicer represents and warrants to the Company, effective as of the Purchase Date for such Contract, which representations and warranties shall be reaffirmed by delivery of the Assignment for such Contract signed by the Servicer, as follows: (a) All of the representations and warranties with respect to the Servicer set forth in Section 12.12 continue to be true and correct; (b) In acting with respect to each Contract, Servicer shall comply in all material respects with, all applicable Federal, state and local laws, regulations and official rulings; (c) Each Contract (i) shall have been originated in the United States of America by a dealer for the retail sale or lease of a Financed Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and shall have been validly assigned by such dealer to Servicer in accordance with its terms, (ii) shall have created or shall create a valid, subsisting, and enforceable first priority security interest in favor of Servicer or the Company in the Financed Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (iv) shall provide for, in the event that such Contract is prepaid, a prepayment that fully pays the principal balance, (v) met at the time of its purchase from the originating dealer in all material respects all purchasing criteria set forth on EXHIBIT A attached hereto and in the Servicing Agreement, and (vi) shall not be a Defaulted Contract. (i) The Title Document for the related Financed Vehicle shows (or if a new or replacement Title Document is applied for with respect to such Financed Vehicle, the official receipt from the responsible state or local governmental authority indicating that an application has been made and that the Title Document, when issued, will show) the Servicer or the Company as the holder of a first priority security interest in such Financed Vehicle, (ii) within 120 days after the Purchase Date for the Contract relating to the Financed Vehicle, the Title Document for such Financed Vehicle will show the Company as the holder of a first priority security interest in such Financed Vehicle, and (iii) the Company, upon delivery of the Assignment, will have a valid and enforceable security interest in the Financed Vehicle to the same exte...
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REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. 61 SECTION 12.8
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REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. With respect to each Contract, the Company covenants and agrees that, effective as of the Purchase Date for such Contract, the following representations and warranties shall be true and shall be reaffirmed by delivery of the Purchased Contracts Certificate signed by the Servicer: (a) Each Contract conforms with all applicable Federal, state and local laws, regulations and official rulings. (b) Each Contract (i) shall have been originated in the United States of America and shall cover a Leased Vehicle purchased from a dealer in the retail sale of the Leased Vehicle in the ordinary course of such dealer's business, shall have been fully and properly executed by the parties thereto and the full and complete title to such Leased Vehicle shall have been validly assigned by such dealer to the Company in accordance with its terms, (ii) shall have created or shall create ownership of the Leased Vehicle in the name of the Company and a valid, subsisting and enforceable first priority security interest in favor of the Trustee in the Leased Vehicle, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization
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REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS. The Seller represents and warrants to the other parties hereto and the Certificateholders as follows. Such representations and warranties shall speak as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Contracts to the Trustee.
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Related to REPRESENTATIONS AND WARRANTIES AS TO THE CONTRACTS

  • 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 ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • 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.

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

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