Conditions Precedent to Purchases. No Purchaser shall be obligated to make any Purchases hereunder (including any Reinvestment Purchase) on any date if, as of the date thereof:
(a) any representation or warranty of the Seller, the Servicer, the Parent, any Transferor or any Originator contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect as of such date, either before or after giving effect to the Purchase of Purchaser Interests on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) any event shall have occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event or a Termination Event;
(c) the Facility Termination Date shall have occurred;
(d) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, the Capital Investment divided by the Investment Base would exceed 100%;
(e) on or prior to such date, the Seller, any Transferor or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Investment Base Certificate required to be delivered in accordance with Section 5.02 hereof, or the Sale Agreement or Transfer Agreement and such failure shall be continuing; or
(f) the Purchaser Agent shall have given written notice to the Seller that it has determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Seller of a Capital Purchase Request and the acceptance by the Seller of the funds from such Capital Purchase or any Reinvestment Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that the conditions in this Section 3.02 have been satisfied.
Conditions Precedent to Purchases. The obligation of the Purchaser to make a Purchase on any Business Day is subject to the conditions precedent that:
(a) the Seller shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, all reports required to have been delivered by it pursuant to Section 6.5, together with such additional information as may be reasonably requested by the Purchaser; and
(b) the representations and warranties set forth in Article III shall be true and correct on and as of the date of such Purchase as though made on and as of such date, both before and after giving effect to such Purchase and the application of the proceeds therefrom. By accepting the proceeds of any Purchase, the Seller shall be deemed to have represented and warranted that the foregoing conditions precedent are satisfied. Notwithstanding any failure or inability of the Seller to satisfy any of the foregoing conditions precedent on any date in respect of any Purchase, title to the Receivables and the Related Assets with respect thereto included in such Purchase shall vest in the Purchaser without any action required on the part of the Purchaser (but without impairment of its obligation to pay the Purchase Price in respect thereof in accordance with the terms of this Agreement), and the Purchaser (as owner of such Receivables) shall have a claim against the Seller arising in respect of the representations and warranties made by the Seller in connection with such Purchase.
Conditions Precedent to Purchases. Purchaser’s obligation to purchase each Eligible Loan in any Purchase Commitment shall be subject to all of the representations, warranties and covenants of Seller contained in this Agreement being true, correct and complied with in all material respects as of the applicable Purchase Date. Purchaser’s right to purchase each Eligible Loan hereunder shall be subject to all of the representations, warranties and covenants of Purchaser contained in this Agreement being true, correct and complied with in all material respects as of the applicable Purchase Date, and (unless otherwise agreed between the Parties in writing) shall additionally be conditioned upon there being sufficient available funds in the Purchaser Online Account to pay the Purchase Price of (a) such Eligible Loan and (b) all Eligible Loans that are the subject of an outstanding Purchase Commitment.
Conditions Precedent to Purchases. Purchaser’s obligation to purchase each Eligible Loan in any Purchase Commitment shall be subject to all of the representations, warranties and covenants of Seller contained in this Agreement being true and correct in all material respects as of the applicable Purchase Date. Purchaser’s right to purchase each Eligible Loan hereunder shall be conditioned upon there being sufficient available funds in the Purchaser Online Account to meet any payment obligation.
Conditions Precedent to Purchases. In addition to the --------------------------------- foregoing, each Purchase of Pool Receivables is subject to the following statements being true on the date of such Purchase:
(i) the representations and warranties of the Seller contained in Section 4.01 are correct on and as of such date as though made on and as of such date; and
(ii) no event has occurred and is continuing, or would result from such Purchase, which constitutes an Event of Termination hereunder. The Seller, by accepting the proceeds of the Purchase Price for a Purchase, shall be deemed to have certified to the Purchaser the satisfaction of the foregoing conditions precedent. Upon the date of the initial Purchase under the Xxxxxx Agreement, with respect to the Pool Receivables conveyed on such date and thereafter on payment of the Purchase Price for any Purchase, title to such Purchase shall vest in the Purchaser, whether or not the conditions precedent to such Purchase were in fact satisfied.
Conditions Precedent to Purchases. Each Purchase under this Agreement is subject to the conditions precedent that (i) Buyer shall have Net Worth greater than or equal to the Required Capital Amount, and (ii) all of the conditions to the effectiveness of the amendment to the Receivables Purchase Agreement dated the date hereof shall have been satisfied or waived in accordance with the terms thereof.
Conditions Precedent to Purchases. The Parent’s and the Buyer’s respective obligations to pay the Purchase Price for the initial Purchase of Receivables from the Originators hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such Purchase all of the instruments, documents, agreements, certificates and opinions specified in Schedule 4 (Condition Precedent Documents) to the Receivables Loan Agreement, each (unless otherwise indicated in Schedule 4 (Condition Precedent Documents) of the Receivables Loan Agreement) dated such date, in form and substance satisfactory to the Buyer and the Administrative Agent.
Conditions Precedent to Purchases. The obligation of each Purchaser to make a Purchase on the related Date of Purchase (including, in the case of the Initial Purchase, the Closing Date) is subject to the following conditions:
Conditions Precedent to Purchases. PruCredit's obligation to purchase any Note and any related Warrant is subject to the following conditions:
Conditions Precedent to Purchases. The obligation of the Purchaser on any Purchase Date to accept and pay the Purchase Consideration for the Purchased Assets under this Agreement is subject to the conditions precedent that the representations and warranties contained in Sections 4.1 and 4.2 are true and correct in all respects as of such Purchase Date, other than representations and warranties that relate to a specific date other than the Purchase Date, and shall be further conditioned upon the Purchaser possessing sufficient funds to effectuate the purchase. The Seller, by executing the related Seller’s Certificate, shall be deemed to have certified, with respect to the Purchased Assets transferred on the applicable Purchase Date, that all such representations and warranties are true and correct in all respects on and as of such Purchase Date, with the same effect as though made on and as of such day.
