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 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 Originator Transfer hereunder (including the initial Originator Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Originator Transfer Date therefor: (a) the representations and warranties of Performance Guarantor and each of the Originators Originator contained herein or in any other Related Document shall be true and correct as of such Originator Transfer Date or in any other Related DocumentDate, both before and after giving effect to such Originator Transfer and to the application of the Originator 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 Originator Transfer or the application of the Originator Sale Price therefor; (c) Performance Guarantor, each of the Originators and each other member of the Parent Group, Originator shall be in compliance with each of its covenants and other agreements set forth herein; and; (d) Performance Guarantor and each of the Originators Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may request; (e) no event or circumstance having a Material Adverse Effect shall have occurred since the date of this Agreement as determined by either the Buyer or the Administrative Agent; (f) the Servicer shall have provided a certificate to the Administrative Agent confirming that the Non-Transferred Receivables Servicing Fee for the immediately preceding Settlement Period has been paid by the Buyer and the same has been received by the Servicer; (g) each of the conditions precedent set forth in Sections 3.1 and 3.2 of the Purchase Agreement shall have been satisfied or waived in writing as provided therein; (h) each of the conditions precedent set forth in Sections 3.1 and 3.2 of the Sale Agreement shall have been satisfied or waived in writing as provided therein. The acceptance by each the Originator of the Originators of the Originator Sale Price for any of its Originator Sold Receivables on any Originator Transfer Date shall be deemed to constitute, as of any such Originator 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, Performance Guarantor shall be deemed to have made a representation and warranty that the conditions in this Section 3.02 3.2 have been satisfied. Upon any such acceptance, title to the Transferred Originator Sold Receivables and the Originator Contributed Receivables sold or contributed on such Originator 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 Performance Guarantor and each of the Originators Receivables Seller contained herein or in any other Related Document shall be true and correct as of such Transfer Date or in any other Related DocumentDate, 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, Receivables Seller shall be in compliance with each of its covenants and other agreements set forth herein; and; (d) Performance Guarantor and each of the Originators Receivables Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer Receivables Purchaser as Buyer Receivables Purchaser may request; (e) no event or circumstance having a Material Adverse Effect shall have occurred since the date of this Agreement as determined by either the Receivables Purchaser or the Administrative Agent; (f) each of the conditions precedent set forth in Sections 3.1 and 3.2 of the Purchase Agreement shall have been satisfied or waived in writing as provided therein; and (g) each of the conditions precedent set forth in Sections 3.1 and 3.2 of the Contribution Agreement shall have been satisfied or waived in writing as provided therein. The acceptance by each of the Originators Receivables Seller 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 the Receivables Seller 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 3.2 have been satisfied. Upon any such acceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in BuyerReceivables Purchaser, 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 Performance Guarantor and each of the Originators Originator contained herein or in any other Related Document (including, in the case of the Parent, in its role as Servicer) shall be true and correct as of such Transfer Date or in any other Related DocumentDate, 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; (bi) no Incipient the Administrative Agent shall not have declared the Facility Termination Date to have occurred after the occurrence of a Termination Event or and (ii) the Facility Termination Event Date shall not have occurred and be continuing or would result after giving effect to such Transfer or the application automatically, in either event in accordance with Section 9.01 of the Sale Price thereforPurchase Agreement; (c) Performance Guarantor, each of the Originators Originator and each other member Domestic Subsidiary of the Parent Group, shall be in compliance with each of its covenants and other agreements set forth hereinherein or in any Related Document and applicable to such Person (including, in the case of the Parent, in its role as Servicer); and (d) Performance Guarantor and each of the Originators Originator 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 any Originator of the Sale Price for any of its Sold Transferred 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 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.