Addition of New Originators Sample Clauses

Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer and Administrative Agent, provided that the following conditions are satisfied on or before the date of such addition: (a) Master Servicer shall have given Administrative Agent and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity; (c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”); (d) such proposed additional Originator has delivered to Buyer and Administrative Agent each of the documents with respect to such Originator described in Section 5.1 of the Receivables Purchase Agreement; (e) the Purchase Termination Date shall not have occurred; and (f) the proposed additional Originator is organized under the laws of the United Sates, any State thereof or the District of Columbia.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Addition of New Originators. From time to time upon not less than 10 days’ prior written notice to Buyer and each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior to such 10th day if such written consent is given more promptly, and (b) unless all the following conditions precedent to such addition are satisfied prior to such date: (a) each new Originator will execute a Joinder Agreement; (b) each new Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to any Collection Accounts of the new Originator; (c) each new Originator will deliver to Buyer (i) a legal existence and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments to the certificate delivered pursuant to clause (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator; (d) each new Originator will deliver UCC lien search reports in respect of filings made against such new Originator satisfactory to the Buyer; (e) each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organized; (f) each new Originator will deliver an opinion of counsel to such new Originator (which may be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii...
Sample 1Sample 2See All (5)
Addition of New Originators. From time to time upon not less than 60 days’ (or such shorter period of time as Buyer and its assigns may agree upon) prior written notice to Buyer and Administrator as its assignee (who will promptly advise the Rating Agencies), Buyer may agree that one or more of Jarden’s existing or hereafter acquired wholly-owned U.S. domestic Subsidiaries become an Originator hereunder. No such addition shall become effective (a) without the written consent of Buyer and Borrower and, if the proposed New Originator is a Material Originator and the Loan Agreement remains in effect, without the written prior consent of the Administrator (which consent may be conditioned, in Administrator’s sole discretion, by a requirement that the Loan Agreement be amended in a manner acceptable to the Administrator in its sole discretion) and (b) unless all conditions precedent to such addition required by Section 7.2 below are satisfied prior to such date.
Sample 1Sample 2Sample 3
Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company and the Administrator, provided that the following conditions are satisfied on or before the date of such addition: (a) The Servicer shall have given the Administrator and the Company at least sixty (60) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Administrator may reasonably request; (b) each such proposed additional Originator has executed and delivered to the Company and the Administrator an agreement substantially in the form attached hereto as Exhibit G (a “Joinder Agreement”); (c) such proposed additional Originator has delivered to the Company and the Administrator each of the documents with respect to such Originator described in Sections 4.1 and 4.2; and (d) the Purchase and Sale Termination Date and the Facility Termination Date shall not have occurred.
Sample 1
Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer, the Majority Group Agents and the Administrative Agent, provided that the following conditions are satisfied on or before the date of such addition: (a) Servicer shall have given Administrative Agent and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity; (c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”); (d) each such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in Section 6.01 of the Loan and Security Agreement; (e) the Purchase and Sale Termination Date shall not have occurred; (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (g) each such proposed additional Originator is organized under the laws of the United States, any State thereof or the District of Columbia. [SIGNATURE PAGES FOLLOW] 30 ANNEX 1 UCC DETAILS SCHEDULE (1) Hill-Rom Company, Inc.: (a) Chief Executive Office Two Prudential Plaza 180 X. Xxxxxxx Avenue130 X. Xxxxxxxx Street, Suite 41001000 Xxxxxxx, XX 00000 (b) Locations Where Records Are Kept See section (a) 0000 Xxxxx Xxxxx 00 Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (c) Doing Business As Names; Changes in Location or Name None. (d) Federal Taxpayer ID Number 00-0000000 (e) Jurisdiction of Organization Indiana (f) True Legal Name Hill-Rom Company, Inc. (g) Organizational Identification Number 000000-000 Annex 1, Page 1 (2) Hill-Rom Manufacturing, Inc.: (a) Chief Executive Office Two Prudential Plaza 180 X. Xxxxxxx Avenue130 X. Xxxxxxxx Street, Suite 41001000 Xxxxxxx, XX 00000 (b) Location...
Sample 1
Addition of New Originators. From time to time upon not less than 10 days’ prior written notice to Rabobank and Flowers (or such shorter period of time as Rabobank may agree upon), the Originators may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an Originator under the Master Framework Agreement and an Originator under this Agreement. No such addition shall become effective (a) without the written consent of Flowers and Rabobank but may become effective prior to such 10th day if such written consent is given more promptly, and (b) unless all the conditions precedent to such addition set forth in Section 7.18 of the Master Framework Agreement are satisfied prior to such date.
Sample 1
Addition of New Originators. From time to time upon not less than 14 days’ (or such shorter period of time as Buyer and its assigns may agree upon) prior written notice to Buyer and the Administrative Agent as its assignee, Buyer may agree that one or more of Xxxxxx’x existing or hereafter acquired wholly-owned U.S. domestic Subsidiaries become an Originator hereunder. No such addition shall become effective (a) without the written consent of Buyer and the Administrative Agent (which consent may be conditioned, in the Administrative Agent’s sole discretion, by a requirement that the Receivables Purchase Agreement be amended in a manner reasonably acceptable to the Administrative Agent in its sole discretion) and (b) unless all conditions precedent to such addition required by Section 7.2 below are satisfied prior to such date.
Sample 1
AutoNDA by SimpleDocs
Addition of New Originators. From time to time upon not less than sixty (60) days’ (or such shorter period of time as the Buyer and its assigns may agree upon) prior written notice to the Buyer and Administrative Agent as its assignee, the Buyer may agree that one or more existing or hereafter acquired wholly-owned Subsidiaries of an Originator may become an Originator hereunder. No such addition shall become effective without the written consent of the Buyer and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to the effectiveness of any new Originator’s becoming an Originator hereunder, such Originator shall execute a Joinder Agreement and deliver such updated Exhibits hereto as may be necessary to ensure that after giving effect to the addition of such new Originator, each of the representations and warranties of such new Originator under Section 4 hereof will be true and correct.
Sample 1
Addition of New Originators. From time to time, the Buyer may agree that one or more existing or hereafter acquired wholly-owned Subsidiaries of an Originator may become an Originator hereunder. No such addition shall become effective without the written consent of the Buyer and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to the effectiveness of any new Originator’s becoming an Originator hereunder, such Originator shall execute a Joinder Agreement and deliver such updated Exhibits hereto as may be necessary to ensure that after giving effect to the addition of such new Originator, each of the representations and warranties of such new Originator under Section 4 hereof will be true and correct.
Sample 1

Related to Addition of New Originators

  • Certain Matters Relating to Receivables During any Full Security Period, (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

  • Calculation of Amounts; Binding Effect of Interpretations and Actions of Master Servicer The Master Servicer will compute the amount of all distributions to be made on the Certificates and all losses to be allocated to the Certificates. In the event that the Master Servicer concludes that any ambiguity or uncertainty exists in any provisions of this Agreement relating to distributions to be made on the Certificates, the allocation of losses to the Certificates or otherwise, the interpretation of such provisions and any actions taken by the Master Servicer in good faith to implement such interpretation shall be binding upon Certificateholders.

  • Certain Matters Affecting the Indenture Trustee For all purposes of this Servicing Agreement, in the performance of any of its duties or in the exercise of any of its powers hereunder, the Indenture Trustee shall be subject to and entitled to the benefits of Article VI of the Indenture.

  • Appointment and Designation of Master Servicer The Purchaser hereby appoints and designates Aurora Loan Services, Inc. as its master servicer (the "Master Servicer") for the Mortgage Loans subject to this Agreement. The Company is hereby authorized and instructed to take any and all instructions with respect to servicing the Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder. The authorization and instruction set forth herein shall remain in effect until such time as the Company shall receive written instruction from the Purchaser that such authorization and instruction is terminated.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.

  • Collection of Certain Mortgage Loan Payments (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 270 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely P&I Advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, subject to Section 4.03(d) pursuant to which the Servicer shall not be required to make any such P&I Advances that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, in the event that a Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the related Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any related Mortgagor. (b) Notwithstanding anything herein to the contrary, the Servicer may waive (or permit a subservicer to waive) a Prepayment Premium pursuant to the conditions set forth in Section 2.05(a)(vii). With respect to any such waiver of a Prepayment Premium, the Servicer shall deliver to the Trustee a written report stating that the conditions set forth in Section 2.05(a)(vii) have been met with respect to the related Mortgage Loan. (c) Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Premium payable under the terms of the Mortgage Note is less than the amount of the Prepayment Premium set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall not have liability or obligation with respect to such difference, and in addition the Servicer shall not have any liability or obligation to pay the amount of any uncollected Prepayment Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Mortgage Loan Schedule.

  • Collection of Accounts, General Intangibles and Negotiable Collateral At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Definitions Interpretation and Accounting Terms Defined Terms 1 Section 1.2 Computation of Time Periods 17 Section 1.3 Accounting Terms and Principles 18 Section 1.4 Conversion of Foreign Currencies 18 Section 1.5 Certain Terms 18

  • COMPLIANCE OF LAWS RELATING TO REMITTANCES 3.1 The Allottee, if resident outside India, shall be solely responsible for complying with the necessary formalities as laid down in Foreign Exchange Management Act, 1999, Reserve Bank of India Act, 1934 and the Rules and Regulations made thereunder or any statutory amendment(s) modification(s) made thereof and all other applicable laws including that of remittance of payment acquisition/sale/transfer of immovable properties in India etc. and provide the Promoter with such permission, approvals which would enable the Promoter to fulfil its obligations under this Agreement. Any refund, transfer of security, if provided in terms of the Agreement shall be made in accordance with the provisions of Foreign Exchange Management Act, 1999 or the statutory enactments or amendments thereof and the Rules and Regulations of the Reserve Bank of India or any other applicable law. The Allottee understands and agrees that in the event of any failure on his/her part to comply with the applicable guidelines issued by the Reserve Bank of India; he/she may be liable for any action under the Foreign Exchange Management Act, 1999 or other laws as applicable, as amended from time to time. 3.2 The Promoter accepts no responsibility in regard to matters specified in para 3.1 above. The Allottee shall keep the Promoter fully indemnified and harmless in this regard. Whenever there is any change in the residential status of the Allottee subsequent to the signing of this Agreement, it shall be the sole responsibility of the Allottee to intimate the same in writing to the Promoter immediately and comply with necessary formalities if any under the applicable laws. The Promoter shall not be responsible towards any third party making payment/remittances on behalf of any Allottee and such third party shall not have any right in the application/allotment of the said apartment applied for herein in any way and the Promoter shall be issuing the payment receipts in favour of the Allottee only.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!