Representations of the Depositor Clause Samples
The 'Representations of the Depositor' clause sets out the specific statements and assurances that the depositor makes regarding their authority, ownership, and the condition of the assets being deposited. Typically, this clause requires the depositor to confirm that they have the legal right to deposit the assets, that the assets are free from encumbrances, and that all information provided is accurate and complete. By establishing these representations, the clause helps ensure that the receiving party can rely on the depositor's assurances, thereby reducing the risk of disputes or liabilities arising from misrepresentation or lack of authority.
Representations of the Depositor. The Depositor makes the following representations on which the Issuing Entity is relying in acquiring the Receivables and issuing the Notes and the Certificates. The representations in clause (a) speak as of the Closing Date. The representations in clause (b) speak as of the Closing Date with respect to the Receivables, and shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity.
Representations of the Depositor. The Depositor makes the following representations on which the Issuing Entity is relying in acquiring the Receivables and issuing the Notes and the Certificates. The representations in clause (a) speak as of the Initial Closing Date and each Subsequent Closing Date. The representations in clause (b) speak as of the Initial Closing Date with respect to the Initial Receivables, and as of the related Subsequent Closing Date, with respect to the Additional Receivables, but in either case, such representations shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity.
Representations of the Depositor. The Depositor, makes the following representations on which the Issuer is deemed to have relied in acquiring the Financed Student Loans. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Financed Student Loans, and as of the applicable Subsequent Transfer Date, in the case of the Additional Student Loans, and shall survive the sale of the Financed Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Depositor. The Depositor hereby makes, and any successor to the Depositor under this Agreement or under the Pooling and Servicing Agreement shall make, as of each Closing Date (and as of the date of such succession) the following representations and warranties on which the Issuing Entity relies in acquiring and holding the Receivables hereunder and the related Collateral Security and issuing the Securities. The following representations and warranties shall survive the transfer and assignment of the Eligible Receivables in the Scheduled Accounts to the Issuing Entity and the pledge thereof to the Indenture Trustee.
(a) Representations and Warranties as to the Depositor.
Representations of the Depositor. The Depositor makes the -------------------------------- following representations on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Insurer is deemed to have relied in issued in the Policy. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Depositor. The Depositor hereby makes the following representations as to itself on which the Trustee on behalf of the Trust shall rely in accepting the Mortgage Loans in trust and authenticating the Certificates. The representations are made as of the execution and delivery of this Agreement, and shall survive the sale of the Mortgage Loans to the Trust.
Representations of the Depositor. The Depositor makes the following representations to the Issuing Entity, the Servicer, the Indenture Trustee, the Loan Seller, as of the execution and delivery of this Agreement and as of the Closing Date. The Issuing Entity relies on such representations of the Depositor in accepting the Conveyed Assets. Such representations shall survive the sale, transfer and assignment of the Conveyed Assets being sold by the Depositor to the Issuing Entity and the pledge thereof to the Indenture Trustee in accordance with the terms of the Indenture.
Representations of the Depositor. The Depositor hereby represents to the Owner Trustee that:
Representations of the Depositor. The Depositor hereby represents to the Custodian and for the benefit of the Holders that:
(a) The Depositor has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, with power and authority and all governmental licenses, authorizations, consents and approvals required to execute and deliver this Agreement, perform its obligations hereunder and perform the transactions contemplated herein.
(b) The execution, delivery and performance by the Depositor of this Agreement, the transfer of the Bonds by the Depositor to the Custodian, the consummation by the Depositor of the transactions herein contemplated, and the fulfillment of the terms of this Agreement are and will be within the legal power of the Depositor, have been duly authorized by the Depositor and do not and will not (i) violate or contravene any judgment, injunction, order or decree binding upon the Depositor, (ii) violate, contravene or constitute a default under any provision of the Depositor’s organizational documents, (iii) conflict with, result in a breach, violation or acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute or regulation applicable to the Depositor or (iv) result in the creation or imposition of any lien, charge or encumbrance upon any properties of the Depositor pursuant to the terms of any indenture, agreement or instrument.
(c) There is no action, suit or proceeding before or by any court or governmental agency or body now pending or, to the best knowledge of the Depositor, threatened against the Depositor which would have a material and adverse effect on the transactions contemplated hereby or the ability of the Depositor to perform its obligations hereunder.
(d) No consent, approval, authorization or order of, or filing with, any court or regulatory, supervisory or governmental agency or body is required to be obtained or made by the Depositor in connection with (i) the execution and delivery by the Depositor of this Agreement or (ii) the consummation by the Depositor of the transactions contemplated by this Agreement, including the transfer of the Bonds to the Custodian.
(e) This Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms, except as enforcement hereof may be limited by ...
Representations of the Depositor. The Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date:
(a) The Depositor is a federally chartered stock savings bank, duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Depositor and perform its obligations as Depositor hereunder; the Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; this Agreement evidences the valid, binding and enforceable obligation of the Depositor; and all requisite action has been taken by the Depositor to make this Agreement valid, binding and enforceable upon the Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity;
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appea...