REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS Clause Samples

The "Representations and Warranties Regarding the Contracts" clause requires one or both parties to affirm certain facts about the contracts referenced or included in the agreement. Typically, this means confirming that the contracts are valid, enforceable, and not subject to undisclosed amendments or breaches. For example, a seller in a business transaction might represent that all customer contracts are in full force and have not been terminated or materially modified. The core function of this clause is to provide assurance to the other party about the status and reliability of the contracts, thereby reducing the risk of hidden liabilities or surprises after the agreement is executed.
REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS. IN THE AGGREGATE 8 SECTION 3.04. REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACT FILES 9
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REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS. The Contract Seller represents and warrants that:
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REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS. Seller and FCI ------------------------------------------------------ jointly and severally represent and warrant to the Company as to each Contract conveyed on and as of the related Cut-Off Date (except as otherwise expressly stated) as follows:
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REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS in the Aggregate. The Company represents and warrants that: ----------------
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REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS. (i) The information set forth in each Notice of Sale shall be true and accurate as of the related Settlement Date. (ii) Each Eligible Contract (A) (i) arises from the bona fide sale and delivery by an Automobile dealer and purchase and acceptance by an Obligor of an Automobile and which sale, delivery and acceptance has been fully performed or (ii) was a loan originated by the applicable Seller, the proceeds of which were applied by the Obligor for the purchase of an Automobile from an Automobile dealer or the refinance of a credit transaction secured by an Automobile and (B) arises from, or was acquired by the applicable Seller in, the normal course of such Seller’s business. (iii) Immediately prior to giving effect to the purchase and sale of an Eligible Contract and the related Contract Assets and Contract Files hereunder, the applicable Seller had good and marketable title to such Eligible Contract and related Contract Assets and Contract Files, free and clear of any and all liens, claims or encumbrances. (iv) Upon payment of the Purchase Price to the applicable Seller and execution of the Assignment, the ownership of each Eligible Contract and the other Contract Assets and Contract Files being sold hereunder and all rights thereunder shall be vested on the related Settlement Date in Purchaser, and such Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such Eligible Contract and such other Contract Assets and Contract Files. (v) All Eligible Contracts and other Contract Assets and Contract Files sold by a Seller hereunder will be sold free and clear of all liens, claims and encumbrances whatsoever on the related Settlement Date. (vi) On the related Settlement Date none of the Eligible Contracts shall be due, to the best knowledge of the applicable Seller, from any Obligor who is presently the subject of a bankruptcy proceeding or is bankrupt or is insolvent. (vii) Immediately prior to the sale, assignment and transfer thereof to Purchaser, each Receivable was secured by a validly perfected first priority security interest in the Automobile that is the subject of the Contract to which such Receivable relates in favor of the applicable Seller as secured party or all necessary or all appropriate actions shall have been commenced that would result in the valid perfection of a first priority security interest in such Automobile in favor of such Seller as secured party. According to the record...
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Related to REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that: