Conditions to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) the representations and warranties of Parent Guarantor and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) no Incipient Termination Event or Termination Event shall have occurred and be continuing or would result after giving effect to such Transfer or the application of the Sale Price therefor;
(c) Parent Guarantor and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions in this Section 3.02 have been satisfied. On each Transfer Date, Parent Guarantor shall be deemed to have made a representation and warranty that the conditions in this Section 3.02 have been satisfied. Upon any such acceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
Conditions to all Transfers. Each sale hereunder (including the initial sale) shall be subject to satisfaction of the following further conditions precedent (any one or more of which, except clause (b) below, may be waived in writing by Buyer) as of the Transfer Date therefor:
(a) The representations and warranties of Seller contained herein or in any other Related Document required to be made on such Transfer Date shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such sale; and
(b) Seller shall be in compliance in all material respects with each of its covenants and other agreements set forth herein. The consummation by Seller of the sale, as applicable, of Transferred Assets on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by Seller that the conditions in clauses (a) and (b) of this Section 3.2 have been satisfied.
Conditions to all Transfers. Each sale by a Seller hereunder (including the initial sale) shall be subject to satisfaction of the following further conditions precedent (any one or more of which, except clause (b) below, may be waived in writing by Buyer and upon satisfaction of the S&P Condition) as of the Transfer Date therefor:
(a) the representations and warranties of such Seller contained herein or in any other Related Document required to be made on such Transfer Date shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such sale; and
(b) such Seller shall be in compliance in all material respects with each of its covenants and other agreements set forth herein. The consummation by a Seller of the sale, as applicable, of Transferred Assets on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Seller that the conditions in clauses (a) and (b) of this Section 3.2 have been satisfied as of such Transfer Date.
Conditions to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) the representations and warranties of Performance Guarantor and each of the Originators contained herein or in any other Related Document shall be true and correct as of such Transfer Date or in any other Related Document, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement
(b) no Incipient Termination Event or Termination Event shall have occurred and be continuing or would result after giving effect to such Transfer or the application of the Sale Price therefor;
(c) Performance Guarantor, each of the Originators and each other member of the Parent Group, shall be in compliance with each of its covenants and other agreements set forth herein; and
(d) Performance Guarantor and each of the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may request. The acceptance by each of the Originators of the Sale Price for any of its Sold Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions in this Section 3.02 have been satisfied. On each Transfer Date, Performance Guarantor shall be deemed to have made a representation and warranty that the conditions in this Section 3.02 have been satisfied. Upon any such acceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
Conditions to all Transfers. Each Transfer by the Transferor hereunder shall be subject to satisfaction of the following further conditions precedent on the Transfer Date therefor:
(a) the representations and warranties of the Transferor contained herein shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Purchase Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date (in which case it shall be true and correct in all material respects as of such earlier date); and
(b) the Transferor and the Transferee shall have executed and delivered an Assignment Agreement, including Schedule I thereto listing the Portfolio Investments subject to such Transfer, on or before such Transfer Date. The acceptance by the Transferor of the Purchase Price for any Transferred Portfolio Investment on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by the Transferor that the conditions in this Section 3.02 have been satisfied.
Conditions to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) the representations and warranties of the Originator contained herein shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of any Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date (in which case it shall be true and correct in all material respects as of such earlier date);
Conditions to all Transfers. 4.1. Party to this Agreement. Prior to any Transfer, each proposed transferee of Shares must agree to be bound by this Agreement by delivering a duly executed counterpart of this Agreement to the Company and each other remaining Shareholder and by executing and delivering such other documents as may be reasonably recommended by counsel for the Company.
Conditions to all Transfers. Notwithstanding anything in this Clause 8 to the contrary, no Ormat Equity Party nor the Ormat Borrower Entity shall cause, make, suffer, permit or consent to any Transfer of any Relevant Equity Interests or Relevant Subordinated Liabilities unless:
(a) no Default subsists at the time of the Transfer;
(b) no Force Majeure Event exists at the time of the Transfer, unless the Intercreditor Agent has confirmed in writing to the Borrower and the Ormat Sponsor that the Senior Lenders’ Technical Advisor and/or the Senior Lenders’ Reserves Consultant has certified to the Intercreditor Agent that the Force Majeure Event (i) is unlikely to continue for more than seven (7) continuous days in total or (ii) is unlikely to have a material and adverse effect (including in terms of delay and cost) on the implementation of the Project;
(c) if the Transfer is of any Relevant Equity Interests:
(i) after giving effect to the Transfer, all applicable ownership requirements under Indonesian law with respect to the Borrower or any Borrower Entity are complied with;
(ii) Relevant Subordinated Liabilities are also Transferred to the transferee in an amount which is pro rata to the proportion which the Relevant Equity Interests transferred bears to all Relevant Equity Interests held by the transferor;
(iii) the transferee of the Relevant Equity Interests:
(A) is an entity incorporated in a jurisdiction acceptable to the Intercreditor Agent; and
(B) has executed and delivered to the Intercreditor Agent a security agreement which creates a Security Interest over the transferee’s rights with respect to such Relevant Equity Interests in form and on terms and conditions satisfactory to the Intercreditor Agent, and such Security Interest has been, or upon completion of such transfer will be, perfected;
(iv) the transferee of such Relevant Equity Interests has delivered or caused to be delivered to the Intercreditor Agent one or more capacity and enforceability legal opinions of counsel acceptable to the Intercreditor Agent with respect to:
(A) the relevant security agreement;
(B) the perfection of the Security Interests created pursuant to the relevant security agreement; and
(C) such other matters (if any) as the Intercreditor Agent reasonably require;
(d) if such Transfer is of any Relevant Subordinated Liabilities:
(i) Relevant Equity Interests are also Transferred to the transferee in an amount which is pro rata to the proportion which the Relevant Subordinated Liabilities transferr...
Conditions to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) the representations and warranties of the Originator contained herein shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of any Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date (in which case it shall be true and correct in all material respects as of such earlier date);
(b) no Servicer Termination Event, Receivables Purchase Termination Event or Potential Receivables Purchase Termination Event shall have occurred and be continuing or would result after giving effect to such Transfer or the application of any Sale Price therefor; and
(c) the Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to SPV as SPV may reasonably request. The acceptance by the Originator of the Sale Price for any Sold Fleet Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by the Originator that the conditions in this Section 3.2 have been satisfied.
Conditions to all Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) the representations and warranties of the Parent contained herein or in any other Related Document shall be true and correct as of such Transfer Date, and the representations and warranties of each other Originator contained in the Receivables Sale Agreement or in any other Related Document, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;
(b) no Incipient Termination Event or Termination Event shall have occurred and be continuing or would result after giving effect to such Transfer or the application of the Sale Price therefor;
(c) the Parent shall be in compliance with each of its covenants and other agreements set forth herein and each other Originator shall be in compliance with each of its covenants and other agreements set forth in the Receivables Sale Agreement; and
(d) the Parent shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may request.
