Common use of Conditions Precedent to Ongoing Purchases Clause in Contracts

Conditions Precedent to Ongoing Purchases. The obligation of the Purchaser on each Purchase Date to accept and pay the Purchase Price for the transfers of Receivables and Related Assets under this Agreement is subject to the conditions precedent that as on such Purchase Date or waiver thereof: (a) (i) the representations and warranties of Seller contained in Section 4.01 are true and correct in all material respects (except (A) to the extent such representations and warranties expressly relate to an earlier date, in which case of such earlier date and (B) for such representations and warranties which are qualified by their terms by references to “materiality” or “Material Adverse Effect,” which such representations and warranties as so qualified shall be true and correct in all respects), and (ii) the representations and warranties contained in Section 4.02 are true and correct in all respects; (b) no Purchase Commitment Termination Event shall have occurred and be continuing as of such Closing Date or Purchase Date; (c) the Purchase of such Receivables and Related Assets would not cause any of the Concentration Limits listed in Section 2.05 to no longer be satisfied, unless and except to the extent Purchaser has provided a written waiver thereof in respect of such Receivables and Related Assets; (d) the Purchaser or the Purchaser Designee, as applicable, shall receive a xxxx of sale relating to the Receivables and Related Assets, substantially in the form of Exhibit E; (e) the Purchaser shall have received the Records for each Receivable (and Related Assets) to be sold on a Purchase Date no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.04(b), and a Purchase Request in respect of such Receivables no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.02(a), and determined that such Purchase Request is not deficient in any respect (except with respect to any Receivables excluded under the terms of Section 2.02 hereof). (f) Upon the filing of a UCC financing statement against the Seller after the Closing Date, Purchaser shall have received copies of reports of a UCC lien search in the central filing office of the state of organization of the Seller with respect to the Receivables reflecting the absence of Liens on the Receivables and Related Assets, except for Permitted Liens or Liens created hereunder in favor of the Purchaser or except for Liens as to which Purchaser has received UCC termination statements. The Seller, by executing the related Purchase Request (once approved by the Purchaser), shall be deemed to have certified as to Section 3.02(a) of this Agreement, with respect to the Receivables and Related Assets sold on the applicable Purchase Date, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such Purchase Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Imperial Holdings, Inc.)

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Conditions Precedent to Ongoing Purchases. The obligation of the Purchaser on each Purchase Date to accept and pay the Purchase Price for the transfers of Receivables and Related Assets under this Agreement is subject to the conditions precedent that as on such Purchase Date or waiver thereofDate: (a) (i) the representations and warranties of Seller contained in Section 4.01 Article IV are true and correct in all material respects (except (A) to the extent such representations and warranties expressly relate to an earlier date, in which case of such earlier date and (B) for such representations and warranties which are qualified by their terms by references to “materiality” or “Material Adverse Effect,” which such representations and warranties as so qualified shall be true and correct in all respects), and (ii) the representations and warranties contained in Section 4.02 are true and correct in all respects; (b) no Purchase Commitment Termination Event of Default shall have occurred and be continuing as of such Closing Date or Purchase Date; (c) the Purchase of such Receivables and Related Assets would not cause any of the Concentration Limits listed in Section 2.05 to no longer be satisfied, unless and except to the extent Purchaser has provided a written waiver thereof in respect of such Receivables and Related Assets; (d) the Purchaser or the Purchaser Designee, as applicable, shall receive a xxxx of sale relating to the Receivables and Related Assets, substantially in the form of Exhibit E; (e) the Purchaser shall have received the Records for each Receivable (and Related Assets) to be sold on a Purchase Date no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.04(b), and a Purchase Request in respect of such Receivables no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.02(a), and determined that such Purchase Request is not deficient in any respect (except with respect to any Receivables excluded under the terms of Section 2.02 hereof). (f) Upon the filing of a UCC financing statement against the Seller after the Closing Date, Purchaser shall have received copies of reports of a UCC lien search conducted in the central filing office of the state of organization and any relevant local offices of the Seller with respect to the Receivables reflecting the absence of Liens on the Receivables and Related Assets, except for Permitted Liens or Liens created hereunder in favor of the Purchaser or except for Liens as to which Purchaser has received UCC termination statements; (d) the Purchase of such Receivables and Related Assets would not cause any of the Concentration Limits listed in Section 2.05 to no longer be satisfied; and (e) the Purchaser (and/or the Master Servicer on its behalf) shall have received the Applicable Records for each Receivable (and Related Assets) to be sold on a Purchase Date no later than two (2) Business Days prior to such Purchase Date in accordance with Section 2.04(b), and a Transfer Report in respect of such Receivables no later than two (2) Business Days prior to such Purchase Date in accordance with Section 2.02(a), and determined that such Transfer Report is not deficient in any material respect (except with respect to any Receivables excluded under the terms of Section 2.02 hereof). The Seller, by executing the related Purchase Request Transfer Report (once approved by the PurchaserPurchaser and Master Servicer), shall be deemed to have certified as to Section 3.02(a) of this Agreementcertified, with respect to the Receivables and Related Assets sold transferred on the applicable Purchase Date, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such Purchase Date, with the same effect as though made on and as of such day.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Imperial Holdings, Inc.)

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Conditions Precedent to Ongoing Purchases. (a) The obligation of the Purchaser on the Closing Date and each Purchase Date to accept and pay the Purchase Price for the transfers of Receivables and Related Assets under this Agreement is subject to the conditions precedent that as on the Closing Date and such Purchase Date or waiver thereofDate: (a) (ib) the representations and warranties of Seller contained in Section 4.01 Article IV are true and correct in all material respects (except (A) to the extent such representations and warranties expressly relate to an earlier date, in which case of such earlier date and (B) for such representations and warranties which are qualified by their terms by references to “materiality” or “Material Adverse Effect,” which such representations and warranties as so qualified shall be true and correct in all respects), and (ii) the representations and warranties contained in Section 4.02 are true and correct in all respects; (bc) no Purchase Commitment Termination Event shall have occurred and be continuing as of such Closing Date or Purchase Date; (cd) Purchaser shall have received copies of reports of a UCC lien search conducted in the central filing office and any relevant local offices of the Seller with respect to the Receivables reflecting the absence of Liens on the Receivables and Related Assets, except for Permitted Liens or Liens created hereunder in favor of the Purchaser or except for Liens as to which Purchaser has received UCC termination statements; (e) the Purchase of such Receivables and Related Assets would not cause any of the Concentration Limits listed in Section 2.05 to no longer be satisfied, unless and except to the extent Purchaser has provided a written waiver thereof in respect of such Receivables and Related Assets;; and (d) the Purchaser or the Purchaser Designee, as applicable, shall receive a xxxx of sale relating to the Receivables and Related Assets, substantially in the form of Exhibit E; (ef) the Purchaser shall have received the Records for each Receivable (and Related Assets) to be sold on a Purchase Date no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.04(b), and a Purchase Request in respect of such Receivables no later than five (5) Business Days prior to such Purchase Date in accordance with Section 2.02(a), and determined that such Purchase Request is not deficient in any material respect (except with respect to any Receivables excluded under the terms of Section 2.02 hereof). (f) Upon the filing of a UCC financing statement against the Seller after the Closing Date, Purchaser shall have received copies of reports of a UCC lien search in the central filing office of the state of organization of the Seller with respect to the Receivables reflecting the absence of Liens on the Receivables and Related Assets, except for Permitted Liens or Liens created hereunder in favor of the Purchaser or except for Liens as to which Purchaser has received UCC termination statements. The Seller, by executing the related Purchase Request (once approved by the Purchaser), shall be deemed to have certified as to Section 3.02(a) of this Agreementcertified, with respect to the Receivables and Related Assets sold on the applicable Purchase Date, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such Purchase Date, with the same effect as though made on and as of such day.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Imperial Holdings, Inc.)

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