Common use of Binding Effect; Assignability; Survival of Provisions Clause in Contracts

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Buyer and the Sellers and their respective successors and permitted assigns. No Seller may assign any of its rights hereunder or any interest herein unless (i) it has obtained the prior written consent of the Buyer and the Control Party and (ii) such amendment would not result in any Material Adverse Effect. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the first date following the Purchase Termination Date, but not later than the date on which the Obligations payable to all Third Party Financiers shall have been fully paid or such other time as the parties hereto shall agree and as to which the Indenture Trustee and Control Party shall have given their prior written consent, which consent shall not be unreasonably withheld or delayed. The rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article III (including those remedies set forth in Section 2.12(c)) and the indemnification and payment provisions of Article VIII and Section 9.6 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Buyer Xxxxx, Seller and the Sellers and each of their respective successors and permitted assigns. No Seller may not assign any of its rights hereunder or any interest herein unless (i) it has obtained without the prior written consent of Xxxxx. Xxxxx may not assign its rights hereunder or any interest herein (other than to any affiliate thereof or the Buyer and insurer under the Control Party and (iiCredit Insurance Policy) without the prior written consent of Parent, such amendment would consent not result in any Material Adverse Effectto be unreasonably withheld. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the first date following after the Purchase Termination Date, but not later than the date termination hereof on which the Obligations payable to Xxxxx has received payment in full in cash for all Third Party Financiers shall have been fully Purchased Receivables, and Seller has paid or such other time as the parties hereto shall agree and as to which the Indenture Trustee and Control Party shall have given their prior written consent, which consent shall not be unreasonably withheld or delayedperformed all of its obligations hereunder in full. The rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article III (including those remedies set forth in Section 2.12(c)) 3 or Section 4 hereof and the indemnification and payment provisions of Article VIII and Section 9.6 8 hereof shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability; Survival of Provisions. This ----------------------------------------------------- Agreement shall be binding upon and inure to the benefit of Buyer and the Sellers Seller and their respective successors and permitted assignsassigns (including, in the case of the Buyer, Trustee). No Seller may not assign any of its rights hereunder or any interest herein unless (i) it has obtained without the prior written consent of the Buyer and the Control Party and (ii) such amendment would not result in any Material Adverse EffectTrustee. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the first date following the Purchase Termination Date, but not later than earliest of (i) the date on which the Trust is terminated pursuant to Section 12.1 of the Pooling Agreement, (ii) the date on which all Obligations payable to all Third Party Financiers shall have been finally and fully paid and performed, or (iii) such other time as the parties hereto shall agree and as to which Trustee (at the Indenture Trustee and Control Party direction of the Required Persons) shall have given their its prior written consent, which consent shall not be unreasonably withheld or delayed. The rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article III (including those remedies set forth in Section 2.12(c)) V and the indemnification and payment provisions --------- of Article VIII IX and Section 9.6 shall be continuing and shall survive any termination of this Agreement.Section

Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Buyer and the Sellers and their respective successors and permitted assigns. No Seller may assign any of its rights hereunder or any interest herein unless (i) it has obtained the prior written consent of the Buyer and the Control Party and (ii) such amendment would not result in any Material Adverse Effect. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the first date following the Purchase Termination Date, but not later than the date on which the Obligations payable to all Third Party Financiers shall have been fully paid or such other time as the parties hereto shall agree and as to which the Indenture Trustee and Control Party shall have given their prior written consent, which consent shall not be unreasonably withheld or delayed. The rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article III (including those remedies set forth in Section 2.12(c)) and 2.12(c))and the indemnification and payment provisions of Article VIII and Section 9.6 shall be continuing and shall survive any termination of this Agreement.