REPRESENTATIONS AND WARRANTIES OF FIRST SIERRA Clause Samples
The "Representations and Warranties of First Sierra" clause sets out specific statements and assurances that First Sierra makes regarding its authority, legal standing, and the accuracy of information provided in the agreement. Typically, this clause covers matters such as First Sierra's power to enter into the contract, compliance with laws, and the absence of undisclosed liabilities or legal disputes. By including these representations and warranties, the clause provides the other party with confidence in First Sierra's reliability and legal capacity, helping to allocate risk and ensure transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF FIRST SIERRA. First Sierra represents and warrants to Shareholder that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Section 4).
REPRESENTATIONS AND WARRANTIES OF FIRST SIERRA. First Sierra hereby makes the following representations and warranties for the benefit of the Trustee, the Certificateholders, the Certificate Insurer and the Company. Such representations and warranties are made as of the Closing Date with respect to the Initial Leases, and as of each Addition Date, with respect to the related Additional Leases or as of each Transfer Date with respect to Substitute Leases transferred to Company on such date, unless otherwise indicated, but shall survive each contribution, assignment, transfer and conveyance of the respective Conveyed Assets to Company and its successors and assigns.
(a) As to the Conveyed Assets:
(i) Each Lease is for the Equipment identified therein and no Equipment (other than Vehicles) is of a type which requires issuance of a certificate of title to evidence ownership thereof or a security interest therein.
(ii) The information with respect to each Lease and the Equipment subject to each Lease in the List of Leases is true and correct and the computer tape from which the selection of the Leases was made, was made available to the Underwriter by First Sierra prior to the Closing Date and was complete and accurate as of its date and includes a description of the same Leases that are described in the List of Leases.
(iii) No provision of any Lease has been waived, altered or modified in any respect, except by instrument or documents contained in its Lease File and identified by First Sierra and no modification or amendment of any Lease would individually or in the aggregate materially and adversely affect the Depositor or the Trustee's rights thereunder or has reduced the amount of any Scheduled Payment (or the aggregate Scheduled Payments) owing thereunder or extended the expiration date thereof.
(iv) Each Lease is a valid and binding payment obligation of the related Lessee and is enforceable in accordance with its terms (except as may be limited by applicable insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditors' rights generally and the availability of equitable remedies) and is in full force and effect.
(v) Each Lease contains a "hell or high water" clause under which the Lessee's obligations are non-cancelable and unconditional and not subject to any right of set-off, defense, abatement, counterclaim, reduction or recoupment; no Lease is or will be subject to rights of rescission, set-off, counterclaim or defense, and each Lease provides for...
REPRESENTATIONS AND WARRANTIES OF FIRST SIERRA. First Sierra hereby represents and warrants to the Transferor, the Issuer, the Note Insurer, the Letter of Credit Bank, the Owner Trustee and PSSFC as of the date of execution of this Agreement and as of the Closing Date, that:
(a) First Sierra is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) First Sierra has the corporate power and authority to execute, deliver and perform, and to enter into and consummate all the transactions contemplated by this Agreement;
(c) This Agreement has been duly and validly authorized, executed and delivered by First Sierra, and constitutes the legal, valid and binding agreement of First Sierra, enforceable against First Sierra in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by First Sierra with this Agreement or the consummation by First Sierra of any of the transactions contemplated hereby or thereby, except such as have been made on or prior to the Closing Date;