Common use of Conditions Precedent to All Purchases and Reinvestments Clause in Contracts

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; and (iv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent shall have received such other approvals, opinions or documents it may reasonably request.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Carbuyco, LLC), Receivables Purchase Agreement (Adesa California, LLC)

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Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent and the Insurer on or prior to such purchase, in form and substance satisfactory to the AgentAgent and the Insurer, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day Friday of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section SECTION 4.2(e) of the Agreement, and shall have delivered to the Agent and the Insurer such additional information as may reasonably be requested by the AgentAgent and the Insurer. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit EXHIBIT III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; (iv) the aggregate Investment for all Term Purchasers does not exceed 40% of the aggregate Investment; and (ivv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent and the Insurer shall have received such other approvals, opinions or documents it as each may reasonably request.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Adesa Inc), Receivables Purchase Agreement (Adesa Inc)

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; and (iv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent shall have received such other approvals, opinions or documents it may reasonably request.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent and the Insurer on or prior to such purchase, in form and substance satisfactory to the AgentAgent and the Insurer, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day Friday of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent and the Insurer such additional information as may reasonably be requested by the AgentAgent and the Insurer. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; (iv) the aggregate Investment for all Term Purchasers does not exceed 40% of the aggregate Investment; and (ivv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent and the Insurer shall have received such other approvals, opinions or documents it as each may reasonably request.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (Adesa Inc)

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent and the Insurer on or prior to such purchase, in form and substance satisfactory to the AgentAgent and the Insurer, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day Friday of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(eSECTION 4.2(E) of the Agreement, and shall have delivered to the Agent and the Insurer such additional information as may reasonably be requested by the AgentAgent and the Insurer. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit EXHIBIT III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; (iv) the aggregate Investment for all Term Purchasers does not exceed 40% of the aggregate Investment; and (ivv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent and the Insurer shall have received such other approvals, opinions or documents it as each may reasonably request.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Appears in 1 contract

Samples: Receivables Purchase Agreement (Adesa Inc)

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Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and (ii) a completed Portfolio I\11418185.1 Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; and (iv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent shall have received such other approvals, opinions or documents it may reasonably request.. I\11418185.1 EXHIBIT III REPRESENTATIONS AND WARRANTIES

Appears in 1 contract

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the 722297046 96333265 I\14053553.1 date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; and (iv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent shall have received such other approvals, opinions or documents it may reasonably request.

Appears in 1 contract

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the I\5470084.2 date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and (ii) a completed Portfolio Certificate to the extent a daily Portfolio Certificate is required in accordance with Section 4.2(e) of the Agreement, and shall have delivered to the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; and (iii) the sum of the aggregate of the Participations does not exceed 100%; and (iv) the amount on deposit in the Cash Reserve Account is equal to or greater than the Cash Reserve; and (c) the Agent shall have received such other approvals, opinions or documents it may reasonably request.

Appears in 1 contract

Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)

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