Representations and Warranties of the Collateral Agent Clause Samples
The 'Representations and Warranties of the Collateral Agent' clause sets out the specific assurances and factual statements that the collateral agent makes to the other parties in a transaction. Typically, these representations may include the agent's authority to act, its due organization and existence, and its ability to enter into and perform its obligations under the agreement. By providing these assurances, the clause helps ensure that the collateral agent is properly empowered and reliable, thereby reducing the risk of disputes or challenges to the agent's actions during the course of the agreement.
Representations and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as Collateral Agent represents and warrants as follows:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Pledgor and the Trust that:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Seller and to each Secured Party as follows:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to, and covenants with, the Trust, the Servicer, the Indenture Trustee and the Note Purchaser that, on the date hereof:
(a) The Collateral Agent is (i) a New York banking association duly organized, validly existing and in good standing under the laws of New York and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Agreement.
(b) The Collateral Agent has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as the Collateral Agent hereunder.
(c) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent, and neither the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent or any contract, agreement, or instrument to which the Collateral Agent or by which any of its property may be bound or result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property.
(d) Neither the execution and delivery of this Agreement by the Collateral Agent, not its performance of and compliance with its obligations and covenants hereunder, require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained.
(e) This Agreement, and the original Trust Receipts issued hereunder, when executed and delivered by the Collateral Agent, will constitute valid, legal and binding obligations of the Collateral Agent, enforceable against the Collateral Agent in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law.
(f) The Collateral Agent does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.
(g) There is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry, threatened which, if d...
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the other parties hereto, in its individual capacity, on and as of the Closing Date and on each date as required by Section 3.1, that:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Trust Depositor and to the Secured Party in its capacity as Collateral Agent as follows:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Transferor and to each Secured Party as follows:
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Issuer and the Secured Parties that it has been duly organized and is validly existing and in good standing under the laws of the State of New York and that this Security Agreement has been duly authorized, executed and delivered by it.
Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants that:
(a) the Collateral Agent is duly organized and validly existing under the laws of the jurisdiction of its organization;
(b) the Collateral Agent has full power and authority to deliver and perform this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each other Basic Document to which it is a party;
(c) each of this Agreement and each other Basic Document to which it is a party has been duly executed and delivered by the Collateral Agent and constitutes its legal, valid and binding obligation in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and
(d) the Collateral Agent meets the eligibility requirements set forth in Section 13.10.