Common use of Conditions to Effectiveness of Agreement; Deliveries at Closing Clause in Contracts

Conditions to Effectiveness of Agreement; Deliveries at Closing. The effectiveness of this Agreement and all of Purchaser's obligations hereunder, is subject to Purchaser having received on or before the Closing Date the following items (unless waived by Purchaser in writing), each of which shall be dated as of the Closing Date: (a) copies of appropriate resolutions of Seller certified by the Secretary of Seller (if Seller is a corporation), in the form of Exhibit B attached hereto, or other documentation of the authority of the Person executing all documents required hereunder on behalf of Seller authorizing Seller to enter into and perform this Agreement, each Xxxx of Sale, the Servicing Agreement and any and all other documents, obligations and transactions contemplated hereunder and thereunder; (b) an executed Servicing Agreement; (c) an executed incumbency certificate (if Seller is a corporation), in the form of Exhibit C attached hereto, or other evidence of the signatures of the representatives of Seller signing this Agreement, each Xxxx of Sale and the Servicing Agreement; (d) an executed Owner's Agreement, in the form attached hereto as Exhibit D; (e) an executed Power of Attorney in the form attached hereto as Exhibit E; (f) an executed Xxxx of Sale conveying Seller's interest in the Contracts to be delivered on such Closing Date from Seller to Purchaser; (g) a UCC search in each jurisdiction requested by Purchaser, the results of which are satisfactory to Purchaser in Purchaser's sole discretion; (h) a title report issued by a reputable title reporting agency approved by Purchaser with respect to each Financed Vehicle securing each of the Contracts purchased; (i) with respect to each Contract purchased, a copy of the Contract, all Insurance Policies, the Contract File, the Servicing File, the certificate of title or other document evidencing lien or security interests created by the Contract, and the Electronic Ledger; and (j) all other documents that may be requested by Purchaser.

Conditions to Effectiveness of Agreement; Deliveries at Closing. The effectiveness of this Agreement and all of Purchaser's obligations hereunder, hereunder is subject to Purchaser having received on or before the Closing Date the following items (unless waived by Purchaser in writing), each of which shall be dated as of the Closing Date: (a) copies of appropriate resolutions of Seller certified by the Secretary of Seller (if Seller is a corporation), in the form of Exhibit B attached hereto, or other documentation of the authority of the Person executing all documents required hereunder on behalf of Seller authorizing Seller to enter into and perform this Agreement, each Xxxx of Sale, the Servicing Agreement and any and all other documents, obligations obligations, and transactions contemplated hereunder and thereunder; (b) an executed Servicing Agreement; (c) an executed incumbency certificate (if Seller is a corporation), in the form of Exhibit C attached hereto, or other evidence of the signatures of the representatives of Seller signing this Agreement, each Xxxx of Sale Sale, and the Servicing Agreement; (d) an executed Owner's Agreement, in the form attached hereto as Exhibit D; (e) an executed Power of Attorney in the form attached hereto as Exhibit E; (f) an executed Xxxx of Sale conveying Seller's interest in the Contracts to be delivered on such Closing Date from Seller to Purchaser; (g) a UCC search in each jurisdiction requested by Purchaser, the results of which are satisfactory to Purchaser in Purchaser's sole discretion; (h) a title report issued by a reputable title reporting agency approved by Purchaser with respect to each Financed Vehicle securing each of the Contracts purchased; (i) with respect to each Contract purchased, a copy of the Contract, all Insurance Policies, the Contract File, the Servicing File, the certificate of title or other document evidencing lien or security interests created by the Contract, and the Electronic Ledger; and (j) all other documents that may be requested by Purchaser.