Common use of Conditions to all Transfers Clause in Contracts

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 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 each Originator shall be in compliance with each of its covenants and the Originators other agreements set forth herein; and (d) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer CRLLC as Buyer CRLLC may reasonably request. The contribution by any Originator of any Contributed Receivable or 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.ARTICLE IV

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 each of the 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) each Originator and member of the Parent Guarantor Group shall be in compliance with each of its covenants and the Originators other agreements set forth herein; and (d) each Originator 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 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 CGS Originator and the 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;; and (c) the CGS Originator and the Parent Guarantor and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer GFC as Buyer GFC may reasonably request. The acceptance by any the CGS Originator of the Sale Price for any the Sold Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such the CGS 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 ------------ transferred receivables sold or contributed on such Transfer Date shall be vested absolutely in BuyerGFC, whether or not such conditions were in fact so satisfied.

Conditions to all Transfers. Each Transfer sale or contribution hereunder (including the initial Transfersale or contribution) shall be subject to satisfaction of the following further conditions precedent (any one or more of which, may be waived by Buyer) as of the Transfer Date therefor: (a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Transferor and Buyer, and, with respect to the initial sale or contribution, Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer. (b) The representations and warranties of Parent Guarantor and each Originator Transferor 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 Transfer and to the application of the Sale Price therefor, except to the extent that any such representation sale 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;contribution; and (c) Parent Guarantor Transferor shall be in compliance in all material respects with each of its covenants and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably requestagreements set forth herein. The acceptance consummation by any Originator Transferor of the Sale Price for any Sold Receivables sale or contribution, 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 Originator Transferor that the conditions in clauses (b) and (c) of this Section 3.02 3.1 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 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 the 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 the Originator shall be in compliance with each of its covenants and other agreements set forth herein; and (d) the Originators Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer SFC as Buyer SFC may reasonably request. The acceptance by any the Originator of the Sale Price for any the Sold Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such the 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 transferred receivables sold or contributed on such Transfer Date shall be vested absolutely in BuyerSFC, whether or not such conditions were in fact so satisfied.

Conditions to all Transfers. Each Transfer sale or contribution hereunder (including the initial Transfersale or contribution hereunder) shall be subject to satisfaction of each of the following further conditions precedent (any one or more of which may be waived by Buyer) as of the Transfer Conveyance Date therefor: (a) this Agreement or counterparts hereof shall have been duly executed by, and delivered to, Seller and Buyer, and, with respect to the initial sale or contribution, Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer; (b) the representations and warranties of Parent Guarantor and each Originator Seller contained herein or in any other Related Document required to be made on such Conveyance Date shall be true and correct in all material respects as of such Transfer Conveyance 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 sale 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;contribution; and (c) Parent Guarantor Seller shall be in compliance in all material respects with each of its covenants and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably requestagreements set forth herein. The acceptance consummation by any Originator Seller of the Sale Price for any Sold Receivables sale or contribution, as applicable, of Transferred Assets on any Transfer Conveyance Date shall be deemed to constitute, as of any such Transfer Conveyance Date, a representation and warranty by such Originator Seller that the conditions in clauses (b) and (c) of this Section 3.02 3.1 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 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 of the Originators contained herein or in any other Related Document shall be true and correct as of such Transfer DateDate 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) Each of the Originators and each other member of the Parent Guarantor Group, shall be in compliance with each of its covenants and other agreements set forth herein, or in any other Related Document; and (d) Each of 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 each of the Originators of the Sale Price for any of its Sold Receivables and the Related Security or the contribution by each Originator of any Contributed Receivables and the Related Security 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 and Related Security 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 sale or contribution hereunder (including the initial Transfersale or contribution hereunder) shall be subject to satisfaction of each of the following further conditions precedent (any one or more of which may be waived by Xxxxx) as of the Transfer Conveyance Date therefor: (a) this Agreement or counterparts hereof shall have been duly executed by, and delivered to, Seller and Buyer, and, with respect to the initial sale or contribution, Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer; (b) the representations and warranties of Parent Guarantor and each Originator Seller contained herein or in any other Related Document required to be made on such Conveyance Date shall be true and correct in all material respects as of such Transfer Conveyance 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 sale 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;contribution; and (c) Parent Guarantor Seller shall be in compliance in all material respects with each of its covenants and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably requestagreements set forth herein. The acceptance consummation by any Originator Seller of the Sale Price for any Sold Receivables sale or contribution, as applicable, of Transferred Assets on any Transfer Conveyance Date shall be deemed to constitute, as of any such Transfer Conveyance Date, a representation and warranty by such Originator Seller that the conditions in clauses (b) and (c) of this Section 3.02 3.1 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 Transfer sale or contribution hereunder (including the initial Transfersale or contribution hereunder) shall be subject to satisfaction of each of the following further conditions precedent (any one or more of which, may be waived by Buyer) as of the Transfer Conveyance Date therefor: (a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Transferor and Buyer, and, with respect to the initial sale or contribution, Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to Buyer. 11 A& R Transfer Agreement (b) The representations and warranties of Parent Guarantor and each Originator Transferor contained herein or in any other Related Document required to be made on such Conveyance Date shall be true and correct in all material respects as of such Transfer Conveyance 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 sale 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;contribution; and (c) Parent Guarantor Transferor shall be in compliance in all material respects with each of its covenants and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably requestagreements set forth herein. The acceptance consummation by any Originator Transferor of the Sale Price for any Sold Receivables sale or contribution, as applicable, of Transferred Assets on any Transfer Conveyance Date shall be deemed to constitute, as of any such Transfer Conveyance Date, a representation and warranty by such Originator Transferor that the conditions in clauses (b) and (c) of this Section 3.02 3.1 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 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 shall, in each case, 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 Sale Price therefortherefor (and, in the case of any such representation or warranty in a Related Document other than this Agreement or the Transfer Agreement, after giving effect to any applicable grace period that may be expressly provided with respect to such representation or warranty in such other Related Document), 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 Purchase Agreement;; and (b) no Incipient Potential 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 each Originator of the Sale Price for any Sold Receivables on any Transfer Date or the distribution or contribution by each Originator or Metaldyne Company LLC of any Contributed 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 or Metaldyne Company LLC (as applicable) that the conditions in this Section 3.02 have been satisfied. Upon any such acceptance, distribution or contribution, all right, title and interest, legal and equitable, in and to the Transferred Receivables sold sold, distributed or contributed on such Transfer Date shall be vested absolutely in BuyerMRFC, whether or not such conditions were in fact so 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 Parent Guarantor and each the Originator contained herein or in any other Related Facility Document as of such Transfer Date 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 Event of Termination or 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;; and (c) Parent Guarantor the Originator shall be in compliance with each of its covenants and the Originators shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably requestagreements set forth in each Facility Document. The acceptance by any the 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 the 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 the Buyer, whether or not such conditions were in fact so 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 Parent Guarantor and each Originator Selling Subsidiary 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 each Selling Subsidiary shall be in compliance with each of its covenants and the Originators other agreements set forth herein; and (d) each Selling Subsidiary shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer Parent as Buyer Parent may reasonably request. The acceptance by any Originator Selling Subsidiary of the Sale Price for any Subsidiary 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 Selling Subsidiary 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 BuyerParent, whether or not such conditions were in fact so 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 each of the Originator and the Parent Guarantor and each Originator contained herein or in any other Related Document 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 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;; and (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 the 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 the 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, all right, title and interest, legal and equitable, in and 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.