Conditions Precedent to the Initial Purchase. The initial Purchase hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial Purchase under this Agreement the following, each dated such date (unless otherwise indicated), in form and substance satisfactory to the Purchaser: 1. A copy of resolutions adopted by the Board of Directors of the Seller approving this Agreement and the other Related Documents to be delivered by it hereunder and the transactions and matters contemplated hereby (including a determination that the sales contemplated hereunder are at least equal to the fair market value of the Purchased Receivables), certified by its Secretary or Assistant Secretary; 2. The charter, as amended, of the Seller, certified by the Secretary of State of the State of incorporation of the Seller, dated not earlier than 10 days prior to the initial Purchase Date; 3. Good standing certificates for the Seller issued by the Secretary of State of the State of incorporation of the Seller, dated not earlier than 10 days prior to the initial Purchase Date; 4. A copy of the Seller's by-laws, as amended, certified by its Secretary or Assistant Secretary; 5. A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Related Documents to be delivered by it hereunder (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from the Seller a revised certificate meeting the requirements of this subsection (e));
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Samples: Receivables Purchase and Transfer Agreement (Color Tile Inc)
Conditions Precedent to the Initial Purchase. The initial Purchase hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial Purchase under this Agreement the following, each dated such date (unless otherwise indicated)Agreement, in form and substance satisfactory to the Purchaser:
1. A (i) a Purchase Request Notice executed by the Seller with respect thereto and an Assignment executed by the Seller and setting forth the Receivables to be sold or contributed and the Other Conveyed Property with respect thereto to be sold on the date of the initial Purchase under this Agreement;
(ii) a certified copy of the resolutions duly adopted by the Board of Directors of the Seller approving this Agreement Agreement, the Assignments and the other Related Documents documents to be delivered by it hereunder and the transactions and matters contemplated hereby (including a determination that the sales contemplated hereunder are at least equal to the fair market value of the Purchased Receivables), certified by its Secretary or Assistant Secretaryand thereby;
2. The charter(iii) the certificate of incorporation, as amended, of the Seller, certified by the Secretary of State of Texas, dated as of a recent date prior to the date hereof;
(iv) a good standing certificate for the Seller issued by the Secretary of State of incorporation of the SellerTexas, dated not earlier than 10 days prior to the initial Purchase Datedate hereof;
3. Good standing certificates for the Seller issued by the Secretary of State of the State of incorporation of the Seller, dated not earlier than 10 days prior to the initial Purchase Date;
4. A (v) a copy of the Seller's by-lawsbylaws, as amended, certified by its Secretary or Assistant Secretary;
5. A (vi) a certificate of the Secretary or Assistant Secretary of the Seller certifying (x) the names and true signatures of the officers authorized on its behalf to sign this Agreement Agreement, the Assignments, and the other Related Documents documents to be delivered by it hereunder (on which certificate the Purchaser and its assigns may conclusively rely until such time as the Purchaser shall receive from the Seller a revised certificate meeting the requirements of this subsection (evi)), (y) that all representations and warranties made by the Seller in this Agreement are true and correct in all material respects and that the Seller is in compliance with each of its covenants and other agreements set forth herein and (z) that the certificate of incorporation of the Seller delivered to the Purchaser under clause (iii) above has not been amended, modified or supplemented and is in full force and effect;
(vii) copies of proper financing statements (on Form UCC-1) naming the Seller as the assignor of the Receivables and the Other Conveyed Property related thereto purchased pursuant to this Agreement and the Purchaser as assignee, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser or any assignee thereof, desirable to perfect the Purchaser's ownership interest in all Receivables and the Other Conveyed Property related thereto purchased pursuant to this Agreement;
(viii) copies of properly executed termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance satisfactory for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser and its assigns, desirable to release all security interests and similar rights of any Person in the Receivables and Other Conveyed Property related thereto purchased pursuant to this Agreement previously granted by the Seller;
(ix) certified copies of requests for information or copies (on Form UCC-11) (or a similar search report certified by a party acceptable to the Purchaser and any assignee thereof), dated a date reasonably near and prior to the date of such initial conveyance, listing all effective financing statements and other similar instruments and documents including those referred to above in subsections (vii) and (viii) which name the Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which filings are to be made pursuant to such subsections (vii) and (viii) above, together with copies of such financing statements, none of which, except those filed pursuant to subsections (vii) and (viii), above, shall cover any Receivables or Other Conveyed Property related thereto purchased pursuant to this Agreement;
(x) any necessary third party consents to the closing of the transactions contemplated hereby, in the form and substance satisfactory to the Purchaser; and
(xi) favorable opinions of Mayex, Xxowx & Xlatx, xxunsel to the Seller, and Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P., Texas counsel to the Seller, with respect to such matters as the Purchaser or any assignee thereof may reasonably request.
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Conditions Precedent to the Initial Purchase. The initial Purchase hereunder purchase of a Receivable Interest under this Agreement is subject to the condition conditions precedent that (a) there has not been any material adverse change in (x) the Purchaser collectibility of the Receivables taken as a whole since January 31, 2009, (y) the financial condition of any Originator, ASI Receivables Funding LLC, the Parent or the IR Parent since December 31, 2008, or (z) the financial condition of the Seller or any Intermediate SPV (other than ASI Receivables Funding LLC) since the date of its organization and (b) the Program Agent shall have received on or before the date of the initial Purchase under this Agreement such purchase the following, each dated such date (unless otherwise indicated)) dated such date, in form and substance satisfactory to the PurchaserProgram Agent and each Investor Agent:
1. A copy (i) Certified copies of the resolutions adopted by (or similar authorization, if not a corporation) of the Board of Directors of the Seller approving this Agreement and the other Related Documents to be delivered by it hereunder and the transactions and matters contemplated hereby (including or similar governing body or Persons, if not a determination that the sales contemplated hereunder are at least equal to the fair market value of the Purchased Receivables), certified by its Secretary or Assistant Secretary;
2. The charter, as amended, corporation) of the Seller, the Parent and each Intermediate SPV and Originator approving this Agreement, the Purchase Agreements and any other Transaction Documents to which it is a party and certified by the Secretary copies of State of the State of incorporation of the Sellerall documents evidencing other necessary trust, dated not earlier than 10 days prior to the initial Purchase Date;
3. Good standing certificates for the Seller issued by the Secretary of State of the State of incorporation of the Seller, dated not earlier than 10 days prior to the initial Purchase Date;
4. A copy of the Seller's by-lawscorporate or limited liability company, as amendedthe case may be, certified by its Secretary or Assistant Secretary;action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreements and any such Transaction Documents.
5. (ii) A certificate of the Secretary or Assistant Secretary of the Seller Seller, the Parent, each Intermediate SPV and Originator certifying the names and true signatures of the officers of the Seller, the Parent and each Intermediate SPV and Originator, as applicable, authorized on its behalf to sign this Agreement and the other Related Transaction Documents to be delivered by it hereunder and thereunder.
(iii) Acknowledgment copies or time stamped receipt copies of proper financing statements and financing statement amendments or other similar instruments or documents, duly filed on or before the date of such initial purchase under the UCC or other applicable law of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Purchase Agreements, provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase.
(iv) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables, Contracts or Related Security previously granted by the Seller, any Intermediate SPV or any Originator and (ii) the collateral security referred to in Section 2.11 previously granted by the Seller, other than the interests to be released pursuant to Section 2.02(e).
(v) Completed requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (iv) above and all other effective financing statements filed in the jurisdictions referred to in subsection (iv) above that name the Seller, ASI Receivables Funding LLC or any Originator as debtor, together with copies of such other financing statements (none of which certificate shall cover any Receivables, Contracts, Related Security or the Purchaser may conclusively rely until collateral security referred to in Section 2.11, other than financing statements evidencing interests to be released pursuant to Section 2.02(e)).
(vi) Copies of tax and judgment lien searches with respect to the Seller and each Originator in all jurisdictions reasonably requested by the Program Agent, dated on or before the date of such time initial purchase.
(vii) Executed copies of (i) an amendment and restatement of the Lock-Box Agreement with Bank of America, N.A., as a Lock-Box Bank regarding Lock-Box Accounts 3751992448 and 3751967693 and (ii) Lock-Box Agreements with the Lock-Box Banks regarding each other Lock-Box Account.
(viii) Favorable opinions of (A) XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, the Parent, the Intermediate SPVs, the Designated Entities and the Originators, (B) Xxxxxxxx Xxxxxxxxx, internal counsel for the Designated Entities and the Originators, (C) Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel for the Parent, (D) Xxxxxx Xxxxxx, internal counsel for Hussmann Corporation, an Originator, and (E) Xxxxxxxx, Xxxxxx & Finger, Delaware counsel for the Seller and for Wilmington Trust Company, in its capacity as Owner Trustee of the Seller.
(ix) The Fee Agreement.
(x) An executed copy of each Purchase Agreement.
(xi) Executed copies of the Undertakings.
(xii) An executed copy of the Cure Account Control Agreement.
(xiii) A copy of the statutory trust agreement, limited liability company agreement or by-laws of each of the Seller, the Parent, each Intermediate SPV and each Originator certified by the Secretary or Assistant Secretary of the Seller, the Parent, such Intermediate SPV or such Originator, as the Purchaser shall receive case may be.
(xiv) A copy of the certificate of trust, certificate of formation or certificate or articles of incorporation of each of the Seller, the Parent, each Intermediate SPV and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller, the Parent, such Intermediate SPV or such Originator, as the case may be, from such Secretary of State or other official, dated as of a recent date.
(xv) The Termination and Release Agreement.
(xvi) Evidence that the Seller a revised certificate meeting has paid all fees, costs and expenses and other amounts owed by the requirements Seller to the Investor, the Banks, the Program Agent and the Investor Agents as of this subsection (e));the date of such initial purchase.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Ingersoll Rand Co LTD)
Conditions Precedent to the Initial Purchase. The initial Purchase hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial Purchase under this Agreement the following, each dated such date (unless otherwise indicated)Agreement, in form and substance reasonably satisfactory to the Purchaser:
(1. A ) a Purchase Request Notice executed by the Seller with respect thereto and an Assignment executed by the Seller and setting forth the Receivables and the Other Conveyed Property with respect thereto to be sold on the date of the initial Purchase under this Agreement;
(2) a certified copy of the resolutions duly adopted by the Board of Directors of the Seller approving this Agreement Agreement, the Assignments and the other Related Documents documents to be delivered by it hereunder and the transactions and matters contemplated hereby (including a determination that the sales contemplated hereunder are at least equal to the fair market value of the Purchased Receivables), certified by its Secretary or Assistant Secretaryand thereby;
2. The charter(3) the certificate of incorporation, as amended, of the Seller, certified by the Secretary of State of the State of incorporation of the SellerDelaware, dated not earlier than 10 days as of a recent date prior to the initial Purchase Datedate hereof;
3. Good (4) a good standing certificates certificate for the Seller issued by the Secretary of State of the State of incorporation of the SellerDelaware, dated not earlier than 10 20 days prior to the initial Purchase Datedate hereof;
4. A (5) a copy of the Seller's by-lawsbylaws, as amended, certified by its Secretary or Assistant SecretarySecretary or by such other person as is authorized to do so by such bylaws;
5. A (6) a certificate of the Secretary or Assistant Secretary or by such other person as is authorized to do so by the bylaws of the Seller certifying (x) the names and true signatures of the officers authorized on its behalf to sign this Agreement Agreement, the Assignments, and the other Related Documents documents to be delivered by it hereunder (on which certificate the Purchaser and its assigns may conclusively rely until such time as the Purchaser shall receive from the Seller a revised certificate meeting the requirements of this subsection (evi)), (y) that all representations and warranties made by the Seller in this Agreement are true and correct in all material respects and that the Seller is in compliance with each of its covenants and other agreements set forth herein and (z) that the certificate of incorporation of the Seller delivered to the Purchaser under clause (iii) above has not been amended, modified or supplemented and is in full force and effect;
(7) copies of proper financing statements (on Form UCC-1) naming the Seller as the assignor of the Receivables and the Other Conveyed Property related thereto purchased pursuant to this Agreement and the Purchaser as assignee, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser or any assignee thereof, desirable to perfect the Purchaser's ownership interest in all Receivables and the Other Conveyed Property related thereto purchased pursuant to this Agreement;
(8) copies of properly executed termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance satisfactory for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser and its assigns, desirable to release all security interests and similar rights of any Person in the Receivables and Other Conveyed Property related thereto purchased pursuant to this Agreement previously granted by the Seller;
(9) certified copies of requests for information or copies (on Form UCC-11) (or a similar search report certified by a party acceptable to the Purchaser and any assignee thereof), dated a date reasonably near and prior to the date of such initial conveyance, listing all effective financing statements and other similar instruments and documents including those referred to above in subsections (vii) and (viii) which name the Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which filings are to be made pursuant to such subsections (vii) and (viii) above, together with copies of such financing statements, none of which, except those filed pursuant to subsections (vii) and (viii), above, shall cover any Receivables or Other Conveyed Property related thereto purchased pursuant to this Agreement;
(10) any necessary third party consents to the closing of the transactions contemplated hereby, in the form and substance satisfactory to the Purchaser; and
(11) favorable opinions of Xxxxx & Xxxxxxxxx LLP, counsel to the Seller, and Xxxxxx & Whitney LLP, Minnesota counsel to the Seller, with respect to such matters as the Purchaser or any assignee thereof may reasonably request.
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