Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following: (a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Executed counterparts of the Receivables Subsidiary Agreement. (e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets. (f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement. (g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office. (h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name Xxxxx, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)). (i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above). (j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement. (k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing. (l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters. (m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business. (n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement. (o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name Xxxxx, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer UGI authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerUGI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateUGI.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer UGI certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerUGI, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerUGI, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicablesuitable for filing, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, UGI and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, UGI or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause Assets.
(g)) Copies of executed Lock-Box Agreements with each Lock-Box Bank (to be delivered within 30 days of the Closing Date).
(ih) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxxx, Xxxxx & XxXxxxx Xxxxxxx LLP, counsel for the Seller, the Originators Originator and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/)
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer UGI authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerUGI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateUGI.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer UGI certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerUGI, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerUGI, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicablesuitable for filing, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, UGI and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, UGI or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Seller and the Servicer Originator authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerXxxxxxxxx, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateXxxxxxxxx.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Seller and the Servicer Originator certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerXxxxxxxxx, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerXxxxxxxxx, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, Xxxxxxxxx and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, Xxxxxxxxx or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(ig) Copies of executed Lock-Box Agreements with each Lock-Box Bank.
(h) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxx & XxXxxxx LLPof: (i) Dechert, counsel for the Seller, the Originators Originator, and the Servicer, and/or and (ii) in-house counsel for the Seller, the Originators Originator, and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Carpenter Technology Corp)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Parent, the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Parent, the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Parent, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Parent, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.[intentionally omitted]
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(gf) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed by the Administrator on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office.
(hg) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name XxxxxSwift, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (gf)).
(ih) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLPXxxxxx L.L.P., counsel for the Parent, the Seller, the Originators and the Servicer, and/or in-house counsel for the Parent, the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (hg) above and the officer’s certificate referred to in clause (ed) above).
(ji) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing and a pro forma Weekly Report representing the performance of the Receivables Pool for the week before the closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee LettersLetter.
(ml) Good standing certificates with respect to each of the Parent, the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(nm) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(on) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(o) Such documents necessary to terminate or release all security interests and other rights of any Person in the membership interests of the Seller.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Samples: Receivables Purchase Agreement (SWIFT TRANSPORTATION Co)
Conditions Precedent to Initial Purchase. The initial Purchase purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such PurchaseNovember 30, 2001, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer UGI authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerUGI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateUGI.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer UGI certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerUGI, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerUGI, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicablesuitable for filing, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, UGI and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, UGI or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause Assets.
(g)) Copies of executed Lock-Box Agreements with each Lock-Box Bank (to be delivered within 30 days of the Closing Date).
(ih) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxxx, Xxxxx & XxXxxxx Xxxxxxx LLP, counsel for the Seller, the Originators Originator and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To All Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The Effectiveness of this amendment and restatement embodied in this Agreement, and the initial Purchase purchase of a Receivable Interest under this Agreement is Agreement, are subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by Assignment and Acceptance with respect to the parties thereto.Existing Agreement,
(b) Copies of: (i) Certified copies of the resolutions (or similar authorization, if not a corporation) of the board Board of directors Directors (or board of managers of each similar governing body or Persons, if not a corporation) of the SellerSeller and the Originators approving this Agreement, the Originators and Secondary Purchase Agreement, the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Initial Purchase Agreement and the any other Transaction Documents to which it is a party; (ii) party and certified copies of all documents evidencing other necessary corporate action or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, the Secondary Purchase Agreement, the Initial Purchase Agreement and the any such other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, Seller and the Originators and the Servicer certifying the names and true signatures of its the officers who are of the Seller and the Originators authorized to sign this Agreement, the Secondary Purchase Agreement, the Initial Purchase Agreement and the other Transaction Documents documents to which be delivered by it is a party. Until the Administrator hereunder and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may bethereunder.
(d) Executed counterparts Acknowledgment copies (or other evidence of filing satisfactory to the Receivables Subsidiary Agreement.
(eAgent) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective proper financing statements (that have not been terminated and financing statement amendments or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellerterminations, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date date of such initial purchase under the UCC of all jurisdictions that the Administrator Agent may deem reasonably necessary or desirable in order to perfect the ownership and security interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement, the Secondary Purchase Agreement and the Sale Initial Purchase Agreement.
(ge) Acknowledgment copies, copies (or time stamped receipt copies, other evidence of filing satisfactory to the Agent) of proper financing statementsstatements and financing statements amendments or terminations, if anyas applicable, duly filed on necessary to release or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release assign all security interests and other rights of any Person in (i) the Receivables, Contracts or Related Security previously granted by the Originators Seller or the Seller Originators and (ii) the collateral security referred to in Section 2.11 previously granted by the Seller.
(f) Completed requests for information, dated on or before the date of such initial purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above and in any applicable secretary other jurisdiction reasonably requested by the Agent that name the Seller or any Originator as debtor, together with copies of state UCC filing officesuch financing statements (none of which shall cover any Receivables, Contracts, Related Security or the collateral security referred to in Section 2.11).
(g) Duly executed copies of all Deposit Account Control Agreements and all necessary amendments thereto and assignments thereof.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on Favorable opinions or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name Xxxxx, the Originators or the Seller as debtor, reliance and similar search reports from all applicable jurisdictions reaffirmation letters with respect to judgmentfavorable opinions of Skadden, taxArps, ERISA Slate, Mxxxxxx & Fxxx LLP, counsel for the Seller and the Originators, and of Rxxxxxx X. Xxxxx, General Counsel of the Parent, substantially in the form of Annex C hereto and as to such other liens matters as the Administrator Agent may reasonably request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, A duly executed copy of the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above)Fee Agreement.
(j) A duly executed copy of the (i) Initial Purchase Agreement and (ii) the Secondary Purchase Agreement, together with all amendments to each of the foregoing.
(k) A copy of the by-laws, the limited liability company agreement, operating agreement or regulations (as applicable), and any amendments thereto, of the Seller and each of the Originators, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be.
(l) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, and any amendments thereto, of the Seller and each Originator, certified as of a recent date by the Secretary or Assistant Secretary of the Seller and each Originator, and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent date.
(m) The balance sheet of the Seller referred to in Section 4.01(e).
(n) Payment of the Commitment Fee as set forth in the Fee Agreement.
(o) Payment of all other related costs and expenses (including costs and expenses related to the Audit described in clause (p) below and all reasonable attorney’s fees and costs) incurred by the Agent and/or the Banks as of the date hereof.
(p) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the ServicerOriginator’s collection, operating and reporting systems, the Credit and Collection Policy of each OriginatorPolicy, historical receivables data and accounts, including satisfactory results of a review of the ServicerOriginator’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreementthe First Tier Agreement and Second Tier Agreement and a written outside audit report as to such matters of a nationally recognized independent audit and consulting firm within the scope of the agreed upon procedures set forth in Annex H.
(q) A Monthly Report as of March 31, 2014.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pr) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor duly authorized and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office; other than the UCC-3 financing statements to be filed with respect to the Credit Agreement on the Closing Date, with respect to which copies in a form suitable for filing shall be sufficient.
(hf) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictionsthe applicable jurisdictions of organization, and that name XxxxxVWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (ge)).
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx Xxxxxxx Xxxxxxx & XxXxxxx Xxxxxxxx LLP, counsel for the Seller, the Originators and the Servicer, and/or local or in-house counsel for the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability mattersmatters (including the Investment Company Act), true sale and non-consolidation issues, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (hf) above and the officer’s certificate referred to in clause (ed) above).
(jh) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this Agreement.
(ki) A pro forma An Information Package representing the performance as of the Receivables Pool for last day of the most recently completed Fiscal Month before closingMonth.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(mk) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(nl) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(om) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pn) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Seller and the Servicer Originator authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerCxxxxxxxx, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateCxxxxxxxx.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Seller and the Servicer Originator certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerCxxxxxxxx, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerCxxxxxxxx, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, Cxxxxxxxx and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, Cxxxxxxxx or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(ig) Copies of executed Lock-Box Agreements with each Lock-Box Bank.
(h) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxx & XxXxxxx LLPof: (i) Dechert, counsel for the Seller, the Originators Originator, and the Servicer, and/or and (ii) in-house counsel for the Seller, the Originators Originator, and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Carpenter Technology Corp)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer Royal authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerRoyal, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by- laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateRoyal.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer Royal certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerRoyal, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerRoyal, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper Proper financing statements, duly filed on or before the Initial Closing Date authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, Royal and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper Proper financing statements, if anystatements (Form UCC-3), duly filed on or before the Initial Closing Date authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate release or release assign all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, Royal or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial Purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in SUBSECTION (E) above that name Xxxxx, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxx & XxXxxxx LLPKahn Kleinman, a Legal Professional Association, counsel for Sellerthe Sellxx, the Originators txx Xxxxxnator and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(jh) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this the Agreement.
(ki) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(mk) The Fee Letter duly executed by the Seller and the Servicer.
(l) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formation and principal place of business.
(nm) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(on) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(o) Copies of executed Lock-Box Agreements with each Lock-Box Bank.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Royal Appliance Manufacturing Co)
Conditions Precedent to Initial Purchase. The initial Purchase purchase under this the Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent:
(a) A counterpart Counterparts of this Agreement the Agreement, the Fee Letter and the other Transaction Documents duly executed Documents, signed by the parties thereto.
(b) Copies of: Certified copies of (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Servicer and the Servicer Originators authorizing the execution, delivery delivery, and performance by the Seller, such Originator the Servicer and the Servicer, as Originators of the case may be, of this Agreement and the other Transaction Documents to which it is they are a party; , (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws (or other constituent documents) of the Seller, each Originator the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateOriginators.
(c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Originators Servicer and the Servicer Originators certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as Servicer and the case may beOriginators in form and substance satisfactory to the Agent, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the ServicerServicer and the Originators, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper UCC financing statements, duly filed on or before the Initial Closing Date date of such initial purchase under the UCC of all jurisdictions that the Administrator Agent may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) Purchaser contemplated by this the Agreement and the Sale Agreementother Transaction Documents.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper UCC financing statements, if any, duly filed on necessary to release or before assign to the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release Purchaser all security interests and other rights of any Person in the Receivables (other than Excluded Receivables), Contracts or Related Security previously granted by the Originators Seller or any Originator.
(f) Completed UCC requests for information, dated on or before the date of such initial purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Seller or any Originator as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any applicable secretary of state UCC filing officethe Receivables, Contracts or Related Security.
(g) Copies of executed (i) Lock-Box Agreements with the Lock-Box Banks and (ii) the Collection Account Agreement with the Collection Account Bank.
(h) Completed Favorable opinions of Xxxxxxx & Xxxxx LLP, in form and substance acceptable to the Agent, as to corporate, enforceability, UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed and such other matters (including absence of conflict with the secretary of state in all such state jurisdictions, that name Xxxxx, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens Credit Agreement) as the Administrator Agent may reasonably request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provideropinions of Xxxxxxx & Xxxxx LLP, in form and substance reasonably satisfactory acceptable to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators as to true sale and the Servicer, and/or innon-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability consolidation matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this AgreementA pro-forma Monthly Report.
(k) A pro forma Information Package representing the performance Evidence (i) of the Receivables Pool for execution and delivery by each of the Fiscal Month before closingparties thereto of the Purchase and Sale Agreement and all documents, certificates (including, if applicable, the certificate referred to in Section 4.1(i) of the Purchase and Sale Agreement), agreements and instruments contemplated thereby (which evidence shall include copies, either original or facsimile, of each of such certificates (including the certificate referred to in Section 4.1(i) of the Purchase and Sale Agreement), documents, instruments and agreements), (ii) that each of the conditions precedent to the execution and delivery of the Purchase and Sale Agreement has been satisfied to the Agent’s satisfaction, and (iii) that the initial purchases under the Purchase and Sale Agreement have been consummated.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those the “Structuring Fee” contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters5.4.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary Secretaries of State (or similar officialcomparable office) of the state States of each such Person’s organization or formation and principal place of businessorganization.
(n) To In the extent required by each Conduit Purchaser’s commercial paper programevent that any lender, letters from each purchaser or agent under any debt or purchase facility to which an Originator or the Servicer is a party must consent to the execution, delivery or performance of the rating agencies then rating Transaction Documents by such Conduit Purchaser’s Notes confirming Originator or the rating of such Notes after giving effect Servicer, or to the transaction consummation of any of the transactions contemplated by this Agreementthereby, evidence that such consent has been obtained.
(o) A computer file containing all information Internal credit approval of NORD/LB with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably requesttransactions contemplated hereby.
(p) Confirmation from the Rating Agencies to the effect that the Purchaser’s entry into this Agreement will not result in a reduction of the ratings of such Notes.
(q) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. In addition, the initial purchase under the Agreement is subject to the condition precedent that the Agent shall be satisfied with its due diligence with respect to the Seller, the Servicer and the Originators.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor duly authorized and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office; other than the UCC-3 financing statements to be filed with respect to the Credit Agreement on the Closing Date, with respect to which copies in a form suitable for filing shall be sufficient.
(hf) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictionsthe applicable jurisdictions of organization, and that name XxxxxVWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (ge)).
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxx & Xxxxx & XxXxxxx LLP, counsel for the Seller, the Originators and the Servicer, and/or in-house counsel for the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (hf) above and the officer’s certificate referred to in clause (ed) above).
(jh) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this Agreement.
(ki) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(mk) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(nl) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(om) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pn) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of Xxxxx and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name Xxxxx, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxx & XxXxxxx LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Kelly Services Inc)
