Additional Covenants of the Seller Sample Clauses

Additional Covenants of the Seller. (a) The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall not issue any securities or deposit assets into a trust that issues any securities, the issuance of which could reasonably be expected to materially and adversely affect the rating of any Class of Notes unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates or notes pursuant to agreements with terms substantially similar to the terms of the Basic Documents shall not be deemed to materially and adversely affect the ratings on the Notes. The Seller shall provide a copy of any such consent to the Owner Trustee and the Indenture Trustee. (b) The Seller shall not do any of the following (without the prior written consent of each Rating Agency (other than Moody’s) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely the rating on any Class of Notes) and, upon the Seller’s receipt of such written consent from each Rating Agency (other than Moody’s), the Owner Trustee and the Indenture Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller (promptly after the occurrence of any of the following, the Seller shall provide notice of such occurrence to Moody’s, so long as Mxxxx’x is then rating any outstanding Notes)): (1) engage in any business or activity other than those set forth in Article Three of the Seller’s Certificate of Incorporation, as amended; (2) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the issuance of any certificates or notes (as defined in the Seller’s Certificate of Incorporation), provided that any such future indebtedness incurred in connection with the issuance of any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, prior to the issuing of such future indebtedness incurred in connection with such certificates or notes, the Seller shall have received confirmation from each nationally recognized statistical rating organization tha...

Additional Covenants of the Seller. The Seller shall not do any of the following, without the prior written consent of the Trust Collateral Agent, who shall, without any exercise of its own discretion, provide its written consent to the Seller upon receipt by it of a copy of the written consent of the Majority Noteholders: (i) engage in any business or activity other than those set forth in the certificate of formation or limited liability company agreement of the Seller or amend the Seller’s certificate of formation or limited liability company agreement other than in accordance with its terms as in effect on the date hereof; (ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) any indebtedness incurred in connection with the Notes, and (B) any indebtedness to Credit Acceptance incurred in connection with the acquisition of the Loans, which indebtedness shall be subordinated to all other obligations of the Seller and Credit Acceptance; or (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (c) On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints th...

Additional Covenants of the Seller. 7.1 Prior to the Closing, the SELLER will continue to conduct its business in accordance with the SELLER"S normal and past practices. 7.2 Prior to the Closing, the SELLER will not do any of the following without BUYER's prior written consent: 7.2.1 issue any shares, or issue any rights or privileges to acquire any shares or other securities of the Seller, or issue any other securities; 7.2.2 change the nature of its business; 7.2.3 declare or pay any dividend or make any other distribution or payment in respect of any of its shares or purchase or redeem any of its shares; 7.2.4 merge or consolidate with any corporation or other entity or liquidate or dissolve; 7.2.5 adopt or agree to adopt any plan providing for its reorganization; 7.2.6 make any loan or other extension of credit or issue any guaranty or otherwise incur any contingent liability except for extensions of credit not exceeding thirty (30) days to trade creditors in accordance with past practices and in the normal course of business; 7.2.7 sell, pledge, transfer, assign or grant a security interest in any of its assets, property, contracts or rights; 7.2.8 enter into or terminate any contract; 7.2.9 employ anyone or terminate anyone's employment; 7.2.10 pay any compensation other than the current monthly payroll, raise or agree to raise anyone's compensation, or pay or agree to pay any bonus or other special compensation.

Additional Covenants of the Seller. The Seller covenants and agrees that it shall from the date hereof until the Program Termination Date: (a) use the purchase price paid to it on each Purchase Date solely for the purpose of purchasing Receivables or for reimbursing itself for the purchase price of the Receivables purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the Transferor's Transfer Agreement; (b) after the Other Purchaser's End Date, not purchase any Receivables under the PLT Transferor's Transfer Agreement; and (c) comply in all respects with the Bankruptcy Remote Covenants at all times.

Additional Covenants of the Seller. Subject to other terms and conditions of this Agreement which define the Seller's covenants, the Seller covenants, in particular: 2.8.1 to deliver, on the Execution Date, however not earlier than on the date of execution of the Deposit Agreement, the Seller's blank promissory note to the Deposit maintained by the Escrow Bank; 2.8.2 to duly perform the Seller's obligations as defined in the BRE Bank Agreement and, in particular, to define, in agreement with BRE Bank, no later than within five (5) business days prior to the Closing Date, the amount of the First Part of Purchase Price and to advise the Buyer that the First Part of Purchase Price has been defined no later than four (4) business days prior to the Closing Date; 2.8.3 to procure that until the date on which it will be possible to hold a Company's general meeting at which the Buyer would be able to exercise voting rights attached to the Shares, neither the general meeting nor the supervisory board of the Company, unless the Buyer decides otherwise, shall dismiss or suspend the Buyer's representative in his/her duties as a Company's management board member; in the event that the Seller finds that the Buyer's Representative acts to the detriment of the Company or that, in relation to performing duties related to acting as member of the Company's management board, he/she performs other illegal actions, the Buyer shall not deny its consent for the Buyer's Representative's dismissal without justified reasons; in case of Buyer's Representative dismissal regardless of the Buyer's consent of once such consent has been given, the Seller shall procure that the dismissed Buyer's Representative is replaced by another person designated by the Buyer to serve on the Company's management board so that at the time of Buyer's Representative's dismissal another person designated by the Buyer would be effectively appointed in his/her stead; 2.8.4 to procure that the Company's management board, in the period between the Execution Date and the Closing Date, shall consist of two members, including the Buyer's Representative, unless the Buyer decides otherwise; 2.8.5 to procure, no later than on the Closing Date, expiry of all encumbrances on the Shares, subject to Buyer's proper performance of the BRE Bank Agreement; 2.8.6 to make an accurate Settlement and the Cooperation Agreements' Settlement as well as terminate the Cooperation Agreements and duly perform other obligations of the Seller as referred to in Article 4 o...

Additional Covenants of the Seller. (a) The Seller shall, as promptly as practicable after the date hereof, but prior to the Closing Date, cooperate with the trustee under the Subject HOLDRS Trust Agreements to (i) execute a Trust Agreement Amendment for each Subject HOLDRS Trust, (ii) provide the relevant Subject HOLDRS Investors with notice of each Trust Agreement Amendment and (iii) provide the relevant Subject HOLDRS Investors with notice of the Seller’s intention to terminate such Subject HOLDRS Trust effective as of the Closing. (b) The Seller shall: (i) continue to perform the services required to be performed by the Seller as the Initial Depositor under each Subject HOLDRS Trust Agreement until the termination of the relevant Subject HOLDRS Trust; (ii) continue to prepare and make any required SEC filings for each Subject HOLDRS Trust in its capacity as the Initial Depositor until the termination of the relevant Subject HOLDRS Trust; (iii) together with the Purchaser, cause the Subject HOLDRS to be delisted from the NYSE Arca or NYSE Amex Equities, as applicable, on the Closing Date; and (iv) cause the Retained HOLDRS, to be delisted from NYSE Arca or NYSE Amex Equities, as applicable, on the Closing Date, and to be liquidated promptly after delisting and to cause the trusts relating to the Retained HOLDRS, to be terminated promptly after liquidation.

Additional Covenants of the Seller. The Seller ---------------------------------- covenants and agrees that it shall: (a) use the Purchase Price paid to it on the Purchase Date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Seller's Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and (b) comply in all respects with the Bankruptcy Remote Covenants at all times.

Additional Covenants of the Seller. 7.1 Prior to the Closing, the Seller will continue to conduct its business in accordance with the Seller's normal and past practices. 7.2 Prior to the Closing, the Seller will not do any of the following without Buyer's prior written consent: 7.2.1 merge or consolidate with any corporation or other entity or liquidate or dissolve; 7.2.2 adopt or agree to adopt any plan providing for its reorganization; 7.2.3 make any loan or other extension of credit or issue any guaranty or otherwise incur any contingent liability except for extensions of credit not exceeding thirty (30) days to trade creditors in accordance with past practices and in the normal course of business; 7.2.4 sell, pledge, transfer, assign or grant a security interest in any of its assets, property, contracts or rights; 7.2.5 enter into or terminate any contract;

Additional Covenants of the Seller. As of the Effective Date, Seller makes the warranties and representations set forth below: a. Seller’s Specified Resource(s) are duly licensed and certificated by all applicable jurisdictional regulatory agencies and bodies. Seller has filed all required notices and requests to the applicable agencies to transfer ownership of all required licenses and permits to Seller from the prior owner of the Specific Resources, and as such will hold the necessary authorities to participate in the CAISO markets prior to the commencement of the Delivery Period. b. Seller meets the credit requirements necessary to participate in the CAISO markets. c. The Contract Quantity is owned or controlled by Seller for each Specified Resource specified above. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. d. The Specified Resource(s) has(have) been registered with and/or certified by the CPUC and/or by the CAISO as deliverable to the Delivery Location(s); provided, that if the Specified Resource(s) is(are) are not so registered and/or certified, Seller will take all reasonable steps to assure that the Specified Resource(s) is(are) registered and/or certified prior to the commencement of the Delivery Period in the amount no less than the Contract Quantity of Capacity sold under this Confirmation Agreement. e. The Contract Quantity of RA Capacity sold under this Confirmation Agreement shall remain unencumbered by any other sale, any assignment, or any rights conferred to any party other than the Buyer. f. Seller shall not commit any portion of the Contract Quantity, including but not limited to the sale or scheduling of firm energy to any party outside the CAISO control area, until all obligations to Buyer and/or CAISO under the contract and/or the CAISO tariffs have been met or are extinguished.