Amendments to Purchase and Sale Agreement Sample Clauses

Amendments to Purchase and Sale Agreement. RECEIVABLES PURCHASE AGREEMENT. Amend, supplement, waive the application of any provision of, amend and restate or otherwise modify the Purchase and Sale Agreement or the Receivables Purchase Agreement except in each case (i) in accordance with the terms thereof and (ii) with the prior written consent of the Agent.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Amendments to Purchase and Sale Agreement. Effective as of the date hereof, the Purchase and Sale Agreement is hereby amended to incorporate the changes shown on the marked pages of the Purchase and Sale Agreement attached hereto as Exhibit A.
Sample 1Sample 2
Amendments to Purchase and Sale Agreement. Amend, supplement, waive the application of any provision of, amend and restate or otherwise modify the Purchase and Sale Agreement (including, adding any Originators thereunder) except (x) in accordance with the terms thereof and (y) with the prior written consent of the Agent. No Subsidiaries. Acquire any voting or economic interest in any other Person. Affirmative Covenants of UPAC. From the date hereof until the Final Payout Date, UPAC (individually and as Servicer) will, unless the Agent shall otherwise consent in writing: Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders with respect to (i) the Pool Receivables and related Contracts and (ii) its business operations (particularly relating to origination and servicing) except where noncompliance would not have a material adverse effect on such business operations. Preservation of Corporate Existence. Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect (i) the interests of Lender hereunder or (ii) the ability of UPAC or Borrower to perform their obligations hereunder or under the other Transaction Documents. Audits. At any time and from time to time during regular business hours, upon such notice, if any, as shall be reasonable under the circumstances, permit the Agent (at the expense of Agent), or its agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of UPAC relating to Pool Receivables, including, without limitation, the related Contracts and other agreements, and (ii) to visit the offices and properties of UPAC for the purpose of examining such materials described in clause (i) immediately
Sample 1
Amendments to Purchase and Sale Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Purchase and Sale Agreement is hereby amended as follows: (a) Section 2.2 of Purchase and Sale Agreement is hereby amended by deleting the definition of FMVD in its entirety and replaced with the following: “FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one divided by (b) the sum of (i) one, plus (ii) the product of (A) the sum of (1) the Prime Rate (calculated as of the last Business Day of the Fiscal Month or week, as applicable, preceding such Payment Date or, for the Closing Date, preceding the Cut-Off Date), (2) the Servicing Fee Rate, and (3) the LR, and (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last Business Day of the Fiscal Month or week, as applicable, preceding such Payment Date or, for the Closing Date, preceding the Cut-Off Date) and the denominator of which is 365. LR = Loss Rate and means a percentage established from time to time by the Company and VWR International, which reflects the anticipated loss rate with respect to the Receivables, as a group, to be sold under this Agreement.”
Sample 1
Amendments to Purchase and Sale Agreement. Amend, supplement,
Sample 1
Amendments to Purchase and Sale Agreement. The Purchase and Sale Agreement is hereby amended as of the date hereof as follows: (a) Sections 4.5(a)(x) and (xi) of the Purchase and Sale Agreement are hereby deleted in their entirety and replaced with the following new sections 4.5(a)(x), (xi) and (xii): (x) in respect of D1 only, the security agreements and/or debentures, as applicable, to be granted by the Shareholder with respect to property or assets situated outside of the Province of Quebec shall have been executed and delivered and all registrations, recordings and filings of or with respect thereto which are necessary to render effective or enforceable against third parties or to perfect the Encumbrance intended to be created thereby shall have been completed; (xi) in respect of D2 only, the Blocked Accounts Agreements and the Belgian Security Documents shall have been executed and delivered and all registrations, recordings and filings of or with respect thereto which are necessary to render effective or enforceable against third parties or to perfect the Encumbrance intended to be created thereby shall have been completed and the Agent shall have received an opinion, in form and substance satisfactory to the Agent and the Majority Buyers, acting reasonably, of the Seller’s legal counsel addressed to the Agent relating to such Belgian Security Documents; (xii) subject to Section 4.5(a)(xi), all registrations, recordings and filings of or with respect to the Security Documents which, in the opinion of counsel to the Agent are necessary to render effective or enforceable against third parties or to perfect the Encumbrances intended to be created thereby shall have been completed; and”
Sample 1

Related to Amendments to Purchase and Sale Agreement

  • Amendments to Purchase Agreement The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Financing Agreement Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Financing Agreement shall be amended as follows: (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing; (b) each Receivable generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (d) all monies due or to become due to such Originator with respect to any of the foregoing; (e) all books and records of such Originator to the extent related to any of the foregoing; and (f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables or Related Security, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement and each other Loan Document. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) (collectively; the “Related Rights”), is herein called the “Purchase Facility.”

  • Amendments and Supplements to Time of Sale Prospectus If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

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