Conditions to All Purchases. All purchases hereunder (including the initial purchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be subject to the following conditions precedent:
(a) all representations, warranties and statements by or on behalf of Seller contained in this Agreement shall be true and correct on the applicable Sale Date, and Seller shall be in compliance with all agreements and covenants contained in this Agreement;
(b) Purchaser shall have received a certificate from an authorized officer of the Seller certifying as to the matters set forth in (a) above;
(c) the entire interest of Seller in each Student Loan in the Portfolio shall have been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered to the applicable Servicer in accordance with the applicable Servicing Agreement. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. Accordingly, from and after the Sale Date, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicer;
(d) The Notice of Release shall be effective with respect to the Student Loans to be purchased on such Sale Date in accordance with the terms of the Warehouse Indenture;
(e) Seller shall have complied with the conditions set forth in Section 2.1 hereof; and
(f) The Purchaser shall have received a copy of each executed Guarantee Agreement entered into after the initial Sale Date by the Seller or Seller Trustee and the Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreement has not previously been delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delive...
Conditions to All Purchases. All purchases of Mortgage Loans by Buyer are subject to the satisfaction of the following conditions:
Conditions to All Purchases. The consummation of the sale of any Note pursuant to this Agreement shall be subject to the further condition that, at the date of issuance thereof, in the reasonable judgment of the Purchaser or the Agent that obtained the offer, (a) each condition set forth in Section 5 or 6, as applicable, shall have been satisfied and (b) subsequent to the respective dates as of which information is given in the Offering Memorandum (current as of the date of such agreement to purchase a Note), except as set forth therein or contemplated thereby, there shall not have occurred any material adverse change, or to the knowledge of the Issuer any development involving a prospective material adverse change, in or affecting the financial condition, earnings, business or business prospects or properties of the Issuer and its subsidiaries, considered as a single enterprise, the effect of which makes it impracticable or inadvisable to market the Notes or to proceed with completion of the sale and payment for such Notes.
Conditions to All Purchases. The Buyer's obligation to make a Purchase on any Purchase Date shall be subject to satisfaction of the following applicable conditions precedent:
(a) The representations and warranties in Sections 3.01 and 3.02 hereof shall be true and correct as of such Purchase Date, as though made on and as of such date;
(b) The Seller shall have taken all actions necessary or reasonably requested by the Buyer to maintain a perfected first priority ownership or security interest of the Buyer in and to the Transferred Assets (including in and to the Receivables purchased on such Purchase Date); and
(c) No Termination Event, Unmatured Termination Event or Servicer Default shall exist on such date or would result from such Purchase.
Conditions to All Purchases. The effectiveness of this Agreement and the obligations of each Purchaser to purchase the Notes on and after the Third A&R Effective Date, are subject to satisfaction of all of the terms and conditions set forth below, except to the extent that any of the following items are permitted by the Agent in writing to be delivered by a date after the Third A&R Effective Date:
Conditions to All Purchases. 6.1 Any purchase of Accounts by FSW, including the initial purchase, is subject to the following conditions:
6.1.1 No event shall have occurred and be continuing, which would with the giving of notice or passage of time, or both, constitute an Event of Default; and
6.1.2 The Seller shall have delivered to FSW on or prior to each date of purchase, in form and substance satisfactory to FSW, complete information with respect to each Account together with additional information as may reasonably be requested by FSW; and
6.1.3 There shall be no material adverse change in the financial position or business prospects of the Seller or Customers, as compared to that existing on the date hereof.
Conditions to All Purchases. The obligation of the Buyer to --------------------------- purchase the Receivables on any Purchase Date is subject to the following conditions precedent:
(a) On such Purchase Date the Seller shall have complied in all material respects with all of its covenants hereunder and shall have fulfilled in all material respects all of its obligations hereunder; and
(b) No Termination Event shall have occurred and then be continuing. The acceptance by the Seller of any payment for any Receivables shall be deemed to be a representation and warranty by the Seller as of such acceptance date as to the matters in this Section 5.2. -----------
Conditions to All Purchases. Each purchase by SRC hereunder (including the initial SA Transfer) shall be subject to satisfaction of the following further conditions precedent (any one or more of which may be waived by SRC) as of the applicable SA Transfer Date:
(a) the representations and warranties of each Seller contained herein shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified by a materiality standard, such representation or warranty shall be true and correct) as of such SA Transfer Date, both before and after giving effect to such SA Transfer, except to the extent that any such representation or warranty expressly relates to an earlier date; and
(b) each Seller shall be in compliance in all material respects with each of its covenants and other agreements set forth in this Agreement. The conditions to any purchase hereunder shall be deemed to have been satisfied upon transfer of the related SA Transferred Assets to Funding LLC.
Conditions to All Purchases. The effectiveness of this Agreement and the obligations of each Purchaser to purchase the Notes on and after the Second A&R Effective Date, are subject to satisfaction of all of the terms and conditions set forth below, except to the extent that any of the following items are permitted by the Agent in writing to be delivered by a date after the Second A&R Effective Date:
Conditions to All Purchases. The obligation of the Investor to buy Purchase Shares pursuant to a Regular Purchase and the obligation of the Company to sell Purchase Shares pursuant to an Aggregate Balance Purchase is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:
(a) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and
(b) No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.
