Conditions Precedent to Each Purchase. The Purchaser’s purchase of any Receivable on each Purchase Date, including the initial Purchase Date, is subject to the satisfaction of the following conditions, each to the satisfaction of the Purchaser in its sole discretion:
(a) The Purchaser shall have received a fully executed and completed Purchase Request no later than three (3) Business Days prior to such Purchase Date.
(b) After giving effect to such purchase, the Total Outstanding Amount of all Purchased Receivables of all Approved Obligors as of such date will not exceed the Maximum Facility Amount.
(c) After giving effect to such purchase, the Total Outstanding Amount of all Purchased Receivables of any Approved Obligor will not exceed the applicable Approved Obligor Sublimit.
(d) The representations and warranties made by each Seller in Section 9.1 of this Agreement are true and correct in all material respects as of such Purchase Date to the same extent as though made on and as of that date (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects).
(e) The representations and warranties made by each Seller in Section 9.2 of this Agreement with respect to the Purchased Receivables purchased on such Purchase Date are true and correct in all material respects as of such Purchase Date to the same extent as though made on and as of that date (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects).
Conditions Precedent to Each Purchase. Each Purchase (including the initial Purchase) from the Issuer shall be subject to the further conditions precedent: (a) the Deal Agents shall have received a Funding Notice (along with a Series 2000-1 Borrowing Base Report) no later than 3:00 p.m. (Eastern time) on the second Business Day immediately prior to the date of such Purchase, (b) on the date of such Purchase the following statements shall be true and the Issuer by accepting the amount of such Purchase shall be deemed to have certified that:
Conditions Precedent to Each Purchase. The Administrative Agent’s purchase of any Receivable on each Purchase Date is subject to the satisfaction of the following conditions, each to the satisfaction of the Administrative Agent in its sole discretion:
(a) After giving effect to such purchase, the Total Outstanding Amount of all Purchased Receivables of all Approved Obligors as of such date will not exceed the Maximum Funded Amount (it being understood that, if at any time prior to the Termination Date the Total Outstanding Amount of Eligible Receivables exceeds the Maximum Funded Amount, Section 6.2 shall apply).
(b) The representations and warranties made by each Seller in Section 9.1 of this Agreement are true and correct in all respects as of such Purchase Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date.
(c) The representations and warranties made by each Seller in Section 9.2 of this Agreement with respect to the Purchased Receivables purchased on such Purchase Date are true and correct in all respects as of such Purchase Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date.
Conditions Precedent to Each Purchase. Each Purchase (including the initial Purchase) from the Issuer shall be subject to the satisfaction of the conditions precedent set forth in Section 502 of the Supplement.
Conditions Precedent to Each Purchase. Each purchase of a New ABS Vehicle or Transferred Vehicle hereunder (each, a “Purchase”) shall be subject to the further conditions precedent that:
(a) on the date of such Purchase and after giving effect to such Purchase, the following statements shall be true (and the Purchaser, by making payment for such New ABS Vehicle or such Transferred Vehicle, and the Seller, by accepting such payment, shall be deemed to have certified that):
(i) the representations and warranties contained in Sections 3.01 and 3.02 are correct on and as of the date of such Purchase as though made on and as of such date;
(ii) with respect to any such Purchase of a New HVF Vehicle or Transferred Vehicle which was leased pursuant to the HVF Lease immediately prior to such Purchase, no event has occurred and is continuing, or would result from such Purchase, that constitutes an HVF Vehicle Termination Event (as such term is defined in Section 6.01);
(iii) with respect to any such Purchase of a New HVF Segregated Vehicle pledged for the benefit of any Segregated Series or a Transferred Vehicle which was leased pursuant to a Segregated Series Lease relating to any Segregated Series immediately prior to such Purchase, no event has occurred and is continuing, or would result from such Purchase, that constitutes an HVF Segregated Vehicle Termination Event (as such term is defined in Section 6.01) with respect to such Segregated Series;
(iv) the Purchase is allowed under the Related Documents;
(v) the Purchaser shall have paid the Capitalized Cost of such New ABS Vehicle or Transfer Price of such Transferred Vehicle in accordance with Sections 1.05 and 1.07;
(vi) the Vehicle being purchased is an HGI Eligible Vehicle or an Eligible Vehicle;
(vii) the conditions to leasing such Vehicle under Section 2.8 of the HVF Lease or HGI Lease or the analogous section in any Segregated Series Lease, as applicable, shall have been satisfied; and
(viii) in the case of a New HVF Vehicle and, unless otherwise specified in the Related Documents related to a Segregated Series, a New HVF Segregated Vehicle financed under a dealer’s floor plan line of credit provided by Ford Motor Credit Company (“FMCC”) or General Motors Acceptance Corporation (“GMAC”), HGI shall have paid the Capitalized Cost of such Vehicle to FMCC or GMAC, as applicable, and any interest of FMCC or GMAC, as applicable, in such New ABS Vehicle shall have been terminated; and
(b) the Purchaser and the Seller shall have received such other ap...
Conditions Precedent to Each Purchase. Each purchase of an Account and the Related Rights with respect thereto shall be subject to the conditions precedent that, on the date of such purchase before and after giving effect to such purchase, (a) the Customer has delivered to WFB an Assignment and Schedule of Accounts acceptable to WFB in its Permitted Discretion which includes the Accounts to be purchased, (b) the representations and warranties of the Customer hereunder are correct on and as of the date of such purchase as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and (c) no event has occurred and is continuing, or would result from such purchase, which constitutes an Event of Termination or would constitute an Event of Termination but for the requirement that notice be given or time elapse or both.
Conditions Precedent to Each Purchase. On the date of each Purchase (including the Initial Purchase), the following statements shall be true and (with respect to clauses (i), (ii), (iii), (iv) and (vi) below) the Administrator shall be deemed to have certified that:
(i) The representations and warranties contained in Section 4.1 are true and correct on and as of such day as though made on and as of such date,
(ii) No event has occurred and is continuing, or would result from such Purchase, which constitutes a Termination Event, or a material event which with notice or the passage of time or both would constitute a Termination Event.
(iii) On and as of such day, after giving effect to such Purchase, the Outstanding Amount does not exceed the Purchase Limit,
(iv) On and as of such day, each of the Seller, the Originator and the Administrator has performed in all material respects all of the agreements contained in this Agreement, the Trust Agreements, the Master Mortgage Loan Sale and Contribution Agreement and the other Basic Documents to be performed by such Person at or prior to such day,
(v) The Purchaser Agent shall have received from the Custodian a certification in the form of Exhibit 2.4(a) to the Trust Agreement acknowledging that the Custodian has received the documents required to be delivered to it pursuant to Section 2.3(a)-(f) of the Trust Agreement,
(vi) The proceeds of such Purchase will not be used for the purpose of purchasing or carrying Margin Stock (as defined under Regulation U of the Board of Governors of the Federal Reserve System),
(vii) The Administrator has delivered to the Purchaser Agent a fully executed copy of each Trust Agreement for each Trust that is issuing the Securities then being purchased,
(viii) The Administrator has delivered to Purchaser Agent executed and authenticated Notes and Trust Certificates issued under the related Trust Agreement, registered in such name(s) as the Purchaser Agent shall have requested,
(ix) The Trust shall have entered into xxxxxx acceptable to the Calculation Agent, and
(x) 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 Purchase by the Purchaser in accordance with the provisions hereof; and no later than 5:00 p.m. (Eastern time) on the Business Day preceding the date of each such Purchase the Purchaser Agent shall have received a certificate, substantially in the form of Exhibit ...
Conditions Precedent to Each Purchase. [***] [***] [***] [***] [***] [***] [***] [***]
Conditions Precedent to Each Purchase. Each purchase of Purchased Receivables shall be subject to the conditions precedent that:
Conditions Precedent to Each Purchase. 36 SECTION 9. Representations and Warranties 37 Section 9.1. Generally 37 Section 9.2. Purchased Receivables 39 SECTION 10. Covenants 41 Section 10.1. The Sellers’ Covenants 41 SECTION 11. Repurchase of Purchased Receivables 42 Section 11.1. Repurchase Price 42 Section 11.2. Xxxxxxxxxx 00 Section 11.3. Repurchase Date 42 Section 12.1. Taxes 43
