Representations Contract Clauses (5,578)

Representations. Executive acknowledges that the benefits afforded him under the terms of this Agreement exceed any legal obligation of Aspen and provide valid consideration for the General Release contained in this Agreement, and the parties attest that no other representations were made regarding this Agreement other than those contained herein.

Representations. Executive acknowledges that the benefits afforded him under the terms of this Agreement exceed any legal obligation of Aspen and provide valid consideration for the General Release contained in this Agreement, and the parties attest that no other representations were made regarding this Agreement other than those contained herein.

Representations. Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.

Representations. Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.

Representations. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof: (a) Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or... authority; and (c) This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors' rights generally or by general equity principles. 2 3. COVENANTS. Discover Bank hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the Issuer and the Indenture Trustee, solely for the benefit of each Applicable Investor, on an ongoing basis, with reference to Article 6 of the UK Securitization Regulation, as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2022-4) Notes), that: (a) Discover Bank, as "originator" for the purposes of Article 6 of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator's interest as provided in option (b) of Article 6(3) of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of the Transferor Interest (the "Retained Interest"); (b) Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation or other hedge or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except to the extent permitted by the UK Securitization Regulation Rules; (c) Discover Bank will not change the retention option or the method of calculating the Retained Interest while the Class A(2022-4) Notes are outstanding, except to the extent permitted by the UK Securitization Regulation Rules; and (d) Discover Bank will provide ongoing confirmation of Discover Bank's continued compliance with its obligations described in (a), (b) and (c) above in or concurrently with the delivery of each Certificateholders' Monthly Statement. View More

Representations. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof: (a) Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or... authority; and (c) This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors' rights generally or by general equity principles. 2 3. COVENANTS. Discover Bank hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the Issuer and the Indenture Trustee, solely for the benefit of each Applicable Investor, on an ongoing basis, with reference to Article 6 of the UK Securitization Regulation, as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2022-4) Notes), that: (a) Discover Bank, as "originator" for the purposes of Article 6 of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator's interest as provided in option (b) of Article 6(3) of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of the Transferor Interest (the "Retained Interest"); (b) Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation or other hedge or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except to the extent permitted by the UK Securitization Regulation Rules; (c) Discover Bank will not change the retention option or the method of calculating the Retained Interest while the Class A(2022-4) Notes are outstanding, except to the extent permitted by the UK Securitization Regulation Rules; and (d) Discover Bank will provide ongoing confirmation of Discover Bank's continued compliance with its obligations described in (a), (b) and (c) above in or concurrently with the delivery of each Certificateholders' Monthly Statement. View More

Representations. Tenant represents and warrants that, as of the date hereof and the Current Premises Expiration Date: (a) Tenant is the rightful owner of all of the Tenant's interest in the Lease and has the full power and authority to enter into this Amendment without the consent of any third party; (b) Tenant has not made any disposition, assignment, sublease, or conveyance of the Lease or Tenant's interest therein; (c) Tenant has no knowledge of any fact or circumstance which would give rise to any claim,... demand, obligation, liability, action or cause of action arising out of or in connection with Tenant's occupancy of the Current Premises and/or the Substitution; (d) no other person or entity has an interest in the Lease, collateral or otherwise; and (e) there are no outstanding contracts for the supply of labor or material and no work has been done or is being done in, to or about the Current Premises (or the Roof Space) which has not been fully paid for and for which appropriate waivers of mechanic's liens have not been obtained. View More

Representations. Tenant represents and warrants that, as of the date hereof and the Current Premises Expiration Date: (a) Tenant is the rightful owner of all of the Tenant's interest in the Lease and has the full power and authority to enter into this Amendment without the consent of any third party; (b) Tenant has not made any disposition, assignment, sublease, or conveyance of the Lease or Tenant's interest therein; (c) Tenant has no knowledge of any fact or circumstance which would give rise to any claim,... demand, obligation, liability, action or cause of action arising out of or in connection with Tenant's occupancy of the Current Premises and/or the Substitution; (d) no other person or entity has an interest in the Lease, collateral or otherwise; and (e) there are no outstanding contracts for the supply of labor or material and no work has been done or is being done in, to or about the Current Premises (or the Roof Space) which has not been fully paid for and for which appropriate waivers of mechanic's liens have not been obtained. View More

Representations. Each Secured Agent represents and warrants to the Junior Subordinated Agent and the other Junior Subordinated Claimholders that (a) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement and (b) this Agreement, when executed and delivered, will constitute the valid and legally binding 15 obligation of such Secured Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,... insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles. The Junior Subordinated Agent represents and warrants that (i) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement, and (ii) this Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Junior Subordinated Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles. View More

Representations. Each Secured Agent represents and warrants to the Junior Subordinated Agent and the other Junior Subordinated Claimholders that (a) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement and (b) this Agreement, when executed and delivered, will constitute the valid and legally binding 15 obligation of such Secured Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,... insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles. The Junior Subordinated Agent represents and warrants that (i) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement, and (ii) this Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Junior Subordinated Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles. View More