Representations and Warranties of the Transferor and the Transferee Sample Clauses

The "Representations and Warranties of the Transferor and the Transferee" clause sets out the specific statements of fact and assurances that both parties—the transferor (seller) and the transferee (buyer)—make to each other regarding their authority, capacity, and the subject matter of the transaction. Typically, this clause will require each party to confirm that they have the legal right to enter into the agreement, that all necessary consents have been obtained, and that the assets or interests being transferred are free from undisclosed encumbrances. By clearly outlining these mutual assurances, the clause helps allocate risk between the parties and provides a basis for legal recourse if any of the representations or warranties are later found to be untrue.
Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that:
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Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee that:
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Representations and Warranties of the Transferor and the Transferee. Each party hereby represents and warrants to the other party as of the date hereof that this Agreement and each other Transaction Document to which it is or will be a party has been duly executed and delivered by, and constitutes a valid and legally binding agreement of, such party, enforceable against such party in accordance with its terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors and Applicable Laws governing specific performance, injunctive relief and other equitable remedies.
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Representations and Warranties of the Transferor and the Transferee. 5.1. The Transferor hereby represents and warrants to the Transferee that it has full power and authority to enter into and perform this Agreement and each and every obligation of the Transferor hereunder is a valid and binding obligation on the Transferor in accordance with the terms of this Agreement. Private & Confidential 5.2. The Transferor hereby represents and warrants to the Transferee that there is no pledge, right of usufruct, lien or any other encumbrance on, over or affecting the Shares and there is no Agreement or arrangement to give or create such encumbrance. 5.3. The Transferee hereby represents and warrants to the Transferor that there is no pledge, right of usufruct, lien or any other encumbrance on, over or affecting the Preference Shares and there is no Agreement or arrangement to give or create such encumbrance. 5.4. The Transferee hereby represents and warrants to the Transferor that it has the full power and authority to enter into and perform this Agreement and each and every obligation of the Transferee hereunder is a valid and binding obligation on the Transferee in accordance with the terms of this Agreement. 5.5. The Transferee and the Transferor do not make any other representations or warranties (neither express nor tacit or by implication) other than those expressly made in Article 5 of this Agreement.
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Related to Representations and Warranties of the Transferor and the Transferee

  • Representations and Warranties of the Transferee In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

  • Representations and Warranties of the Transferor The Transferor hereby represents and warrants to the Owner Trustee that: