Conditions Precedent to All Transfers Sample Clauses

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (d) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
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Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
Conditions Precedent to All Transfers. Each Transfer (including the Initial Transfer) shall be subject to the further conditions precedent that: (a) with respect to any such Transfer, on or prior to the Transfer Date relating thereto, the Collection Agent shall have delivered to the Company, in each case in form and substance satisfactory to the Company, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) the Transferor shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Transfer with a legend, acceptable to the Company, stating that such Receivables, the Related Security and Collections with respect thereto, have been Transferred in accordance with this Agreement, (c) on the date of such Transfer, the following statements shall be true: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Transfer, which constitutes a Termination or an Event of Termination, and (iii) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Transfer by the Transferor in accordance with the provisions hereof.
Conditions Precedent to All Transfers. In no event may a New Common Facilities Owner (“Transferor”) Transfer any of its Component Ownership Interests to another Person (“Transferee”) unless and until all of the following conditions precedent to such Transfer have been satisfied or waived by the Party for whose benefit such conditions exist as of the date of such Transfer (the “Transfer Date”): (i) if Transferee is not already a New Common Facilities Owner, Transferee must deliver to Transferor, with copies to each of the other New Common Facilities Owners, an assignment and assumption agreement in respect of Transferee’s assumption of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred, substantially in the form of Exhibit C, duly executed by Transferee; (ii) either (A) Transferor must not be in default of any of its material obligations under this Agreement on the Transfer Date or (B) such default must be cured on or prior to the Transfer Date; (iii) where a Transferor seeks to Transfer all or a portion of its Unit 1 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 1 Ownership Interest in accordance with the applicable provisions of the Unit 1 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 1 Ownership Interest set forth therein and (B) Transferor’s Unit 1 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 1 Ownership Interest being Transferred; (iv) where a Transferor seeks to Transfer all or a portion of its Unit 2 Ownership Interest, then Transferor must Transfer to the same Transferee (A) Transferor’s Unit 2 Ownership Interest in accordance with the applicable provisions of the Unit 2 Ownership Agreement, including the conditions precedent to such Transfer of the Unit 2 Ownership Interest set forth therein and (B) Transferor’s Unit 2 Component Ownership Interests allocated (in accordance with Exhibit D) to the Unit 2 Ownership Interest being Transferred; (v) Transferor and Transferee must provide to the other New Common Facilities Owners such other documents as the other New Common Facilities Owners may reasonably request in connection with the Transfer of the Component Ownership Interests and the assumption by Transferee of Transferor’s rights and obligations under this Agreement in respect of the Component Ownership Interests being Transferred; and (vi) Transferor and Transferee must comply with all appli...
Conditions Precedent to All Transfers. The obligation of ------------------------------------- the Transferee to accept each Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and xxxx its master data processing records evidencing such Receivables and the Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferred; and (c) On the date of such Transfer the following statements shall be true (and the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.
Conditions Precedent to All Transfers. The Transferee's obligation to pay for any Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) the Transferor shall have delivered to the Transferee such information concerning the Transferred Assets as may reasonably be requested by the Transferee; and (b) on the date of (and after giving effect to) such Transfer the following statements shall be true (and the Transferor, by accepting the Transfer Price for such Transfer, shall be deemed to have represented and warranted that): (i) the warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date (except that the representations and warranties set forth in Sections 4.01(e) and (f) shall be required to be true and correct only as of the Closing Date and each Reporting Date); (ii) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or an Involuntary Bankruptcy Event; and (iii) the Termination Date shall not have occurred. Notwithstanding the foregoing, unless otherwise specified by the Transferee (with a copy to the Administrative Agent) in a written notice to the Transferor, each Transfer shall occur automatically on each day prior to the Termination Date, with the result that the title to all Transferred Assets (other than the Credit Default Swaps and the Account Collateral) shall vest in the Transferee automatically on each Transfer Date and without any further action of any kind by the Transferee or the Transferor, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any failure to pay the Transfer Price for such Transferred Assets.
Conditions Precedent to All Transfers. The following conditions precedent must be satisfied prior to the effectiveness of Developer's Transfer of any right or interest under this Agreement:
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Conditions Precedent to All Transfers. Each Transfer hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) (i) the Purchaser Agent shall not have declared the Facility Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Facility Termination Date shall not have otherwise automatically occurred, in either event, in accordance with Section 8.01 of the Purchase Agreement; and (b) the Transferors shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Transferor of the Sale Price for any Sold Receivables and the contribution to Buyer by such Transferor of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Transferor that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
Conditions Precedent to All Transfers. Each Transfer --------------------------------------------------- (including the initial Transfer) shall be subject to the conditions precedent that:
Conditions Precedent to All Transfers. The obligation of Transferee to accept any Transfer and pay the Purchase Price or Reduced Purchase Price therefor on any Transfer Date shall be subject to the further conditions precedent that:
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