Compliance with Purchase Agreement. The Parties acknowledge that this Amendment complies with the requirements to alter or amend the Purchase Agreement, as stated in Section 13.07 of the Purchase Agreement. The Purchase Agreement, as amended herein, is ratified and confirmed, and all other terms and conditions of the Purchase Agreement not modified by this the Amendment shall remain in full force and effect. All references to the Purchase Agreement shall be considered to be references to the Purchase Agreement as modified by this Amendment.
Compliance with Purchase Agreement. Section 8S of the Purchase Agreement shall apply to all records relating to Services Recipient created after the Closing Date pursuant to the Services supplied under this Agreement. The termination or earlier expiration of this Agreement shall not affect the obligations of a Party pursuant to Section 8S of the Purchase Agreement in respect of records created before the Execution Date or records created pursuant to this Agreement after the Execution Date.
Compliance with Purchase Agreement. The Parties acknowledge that this First Amendment complies with the requirements to alter or amend the Purchase Agreement, as stated in Section 13.07 of the Purchase Agreement. The Purchase Agreement, as amended herein, is ratified and confirmed, and all other terms and conditions of the Purchase Agreement not modified by this First Amendment shall remain in full force and effect. All references to the Purchase Agreement shall be considered to be references to the Purchase Agreement as modified by this First Amendment.
Compliance with Purchase Agreement. (a) The CUSO shall not be obligated to purchase any Loan which does not comply with the conditions precedent in Section 2.11 of the Purchase Agreement.
(b) If the CUSO acquires any Loan which it subsequently determines was not in compliance with the conditions precedent in Section 2.11 of the Purchase Agreement, absent fraud, willful misconduct, gross negligence or breach of the Purchase Agreement by the Originating Entity, (i) the CUSO’s sole recourse will be to exercise all rights of the Originating Entity under the Origination Agreement, and (ii) the Originating Entity will have no liability to ITT ESI, the CUSO or the Participants for any such noncompliance.
(c) ITT ESI shall be exempt from liability under the Risk Sharing Agreement with respect to any Loan which fails to comply with the conditions precedent in Section 2.11 of the Purchase Agreement, to the extent provided in Section 3.7 of the Risk Sharing Agreement.
Compliance with Purchase Agreement. The Grantor hereby makes all representations and warranties, and agrees to comply with all covenants and other provisions, applicable to it or any of its Subsidiaries under the Purchase Agreement, including Section 3.1 Representations and Warranties of the Company Parties, 4.8 Use of Proceeds, 4.9 Indemnification of Each Purchaser Party, 5.8 Collateral Agent May File Proof of Claims and 6.2 Fees and Expenses and of the Purchase Agreement and agrees to the same submission to jurisdiction as that agreed to by the Company in the Purchase Agreement. Any update to the Disclosure Certificate delivered in accordance with the Transaction Documents shall, after the receipt thereof by the Collateral Agent, become part of the Disclosure Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
Compliance with Purchase Agreement. Such Grantor hereby makes all representations and warranties, and agrees to comply with all covenants and other provisions, applicable to it or any of its Subsidiaries under the Purchase Agreement and agrees to the same submission to jurisdiction as that agreed to by the Company in the Purchase Agreement. Any update to the Disclosure Certificate delivered in accordance with the Transaction Documents shall, after the receipt thereof by the Purchaser Agent, become part of the Disclosure Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
Compliance with Purchase Agreement. Such Grantor hereby makes all representations and warranties, and agrees to comply with all covenants and other provisions, applicable to it or any of its Subsidiaries under the Purchase Agreement, including Section 3.1 (Representations and Warranties of the Company Parties), 4.14 (Indemnification of Each Purchaser Party), 5.8 (Collateral Agent May File Proof of Claims) and 6.2 (Fees and Expenses) thereof, the Notes, including Section 6 (Negative Covenants) thereof, and the other Transaction Documents and agrees to the same submission to jurisdiction as that agreed to by the Company in the Purchase Agreement. Any update to the Disclosure Certificate delivered in accordance with the Transaction Documents shall, after the receipt thereof by the Collateral Agent, become part of the Disclosure Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
Compliance with Purchase Agreement. Subject to Section 5.3 and the provisions of this Section 4.3.18 below, Development Manager shall use Commercially Reasonable Efforts to perform, on behalf of Owners, every obligation assumed by Owners under the Purchase Agreement, including, any assumed obligation in respect of property sold by Sellers and their Affiliates to third parties prior to the date hereof but only to the extent that such performance is within the scope of Development Manager’s duties and obligations set forth elsewhere in this Agreement, provided that nothing contained in this Section 4.3.18 shall be deemed to mean that Development Manager is assuming or otherwise becoming personally liable for the covenants or other obligations assumed by Owners under the Purchase Agreement. In addition to Section 5.3, the performance of each obligation of Development Manager under this Section 4.3.18 is conditioned upon Owner providing documents and cooperation within a reasonably prompt time following Development Manager’s request for the same to enable Development Manager to perform such obligation on behalf of Owner.
Compliance with Purchase Agreement. On and from the Effective Date:
(a) the Substitute Party obtains the Powers and assumes the Obligations of the Retiring Party under the Purchase Agreement; and
(b) the Transferors and the Transferee must comply with the Purchase Agreement on the basis that the Substitute Party has replaced the Retiring Party under the Purchase Agreement in accordance with this Transfer.
Compliance with Purchase Agreement. The Investors' rights and privileges under this Agreement are conditioned on the Investors' continued compliance with their obligations under the Purchase Agreement. In the event of any breach by an Investor of its obligations under the Purchase Agreement, which breach shall remain uncured for 30 days, all of such Investor's rights under this Agreement shall terminate.
