Conditions to Purchases. No Purchase Commitment or Purchase shall be entered into or made unless each of the following conditions is satisfied (or waived by the Administrative Agent to the Company and the Servicer in writing (including via email) in its sole discretion) as of the date on which such Purchase Commitment is entered into or such Purchase would otherwise be made (such Portfolio Investment's "Trade Date"):
(1) the information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3 (the "Eligibility Criteria");
(2) with respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan, the date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is three (3) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;
(3) no Market Value Event has occurred and no Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default (a "Default"), has occurred and is continuing, and the Reinvestment Period has not otherwise ended; and
(4) after giving pro forma effect to the Purchase of such Portfolio Investment and the related Advance, the Borrowing Base Test is satisfied. If the above conditions to a Purchase Commitment or a Purchase are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders, the Collateral Agent and the Collateral Administrator, the date on which such Purchase (if any) shall settle (the "Settlement Date" for such Portfolio Investment).
Conditions to Purchases. The Financing Provider shall not enter into any requested Purchase unless each of the following conditions is satisfied (or waived as provided below):
(1) the Financing Provider, in its sole and absolute discretion, has approved the related Purchase Request pursuant to Section 2.02(b);
(2) the related Purchase Request accurately describes in reasonable detail the proposed Portfolio Investment and such Portfolio Investment as of the date of such request satisfies the Eligibility Criteria;
(3) no Default or Event of Default has occurred and is continuing;
(4) no event of default under the Underlying Documentation for such Portfolio Investment has occurred and is continuing;
(5) the representations and warranties contained herein and in the other Facility Documents shall be true and correct in all material respects on and as of the date of determination to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
(6) immediately after giving effect to the Purchase of the proposed Portfolio Investment, the Financing Amount does not exceed the Commitment Amount in effect on such date. The Financing Provider may (in its sole and absolute discretion) waive any conditions to a Purchase specified above in this Section 2.03 by written notice thereof to the Company. If the above conditions to a Purchase are satisfied or waived, during the related Purchase Period the Financing Provider shall use good faith efforts to enter into such Purchase on the terms set forth in the relevant Purchase Request.
Conditions to Purchases. SECTION 5.01.
Conditions to Purchases. The obligation of SunTrust to purchase the Eligible Receivables identified to SunTrust on the Initial Purchase Date, and to purchase any additional Eligible Receivables thereafter, is subject to the fulfillment, to the satisfaction of SunTrust, of each of the conditions precedent set forth below: SunTrust shall have received a counterpart of this Agreement (or a Supplement), an Obligor Letter with respect to each Obligor, the Release, Reconveyance and Consent Letter, the Transfer and Assignment, and the Fee Letter, each of which shall be in form and substance satisfactory to SunTrust and shall be duly executed by each Company and the other parties thereto; SunTrust shall have received each original Guaranty required under an Obligor Letter; SunTrust shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it shall deem necessary or appropriate in its sole discretion, together with any such releases and terminations (or authorizations to file such releases and terminations) with respect to any matters of record as it shall have requested; SunTrust shall have received a Control Agreement with respect to the initial SunTrust Deposit Account, duly executed by Tech Data, Bank of America, National Association, and SunTrust, and shall have received a Control Agreement with respect to any other deposit account of a Company which shall thereafter become a SunTrust Deposit Account, duly executed by such Company, the bank with which such SunTrust Deposit Account is maintained, and SunTrust, each of which shall be in form and substance satisfactory to SunTrust; SunTrust shall have received evidence satisfactory to it that written notice has been sent to each Obligor notifying such Obligor of the purchase by SunTrust hereunder of the Purchased Receivables and directing each such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Deposit Account; SunTrust shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of Florida, and shall have received good standing certificates from each state in which Tech Data is qualified to do business; SunTrust shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do busin...
Conditions to Purchases. 11 Section 4.1 Conditions Precedent to Initial Purchase...............................................11 Section 4.2 Conditions Precedent to All Purchases..................................................14 Section 4.3 Certification as to Representations and Warranties.....................................14 Section 4.4 Effect of Payment of Purchase Price....................................................14
Conditions to Purchases. Section 3.1 Conditions Precedent to Purchaser's Initial Purchase.......... 6 Section 3.2 Conditions Precedent to All Purchases......................... 7 Section 3.3 Conditions Precedent to Originator's Initial Sale............. 8
Conditions to Purchases. 14 SECTION 5.1. Conditions Precedent to Initial Purchase................................. 14 SECTION 5.2. Conditions Precedent to All Purchases and Reinvestments.................. 16
Conditions to Purchases. The Buyer's obligation to make a Purchase (other than the Initial Purchase) on any Purchase Date shall be subject to satisfaction of the following applicable conditions precedent:
(a) the truth and correctness of the representations and warranties in Article III hereof as of the date of such Purchase as though made on and as of such date;
(b) compliance with the covenants and agreements in Articles II and V hereof;
(c) the requirement that no Termination Event or Potential Termination Event shall exist or occur as a result of such Purchase;
(d) the satisfactory completion of any due diligence conducted by the Buyer with respect to the Receivables and the related Obligors and Contracts which are the subject of such Purchase; and
(e) the receipt by the Buyer of any approvals, opinions or other documents as the Buyer shall have reasonably requested.
Conditions to Purchases. (i) The Transferor and the Retention Holder hereby acknowledge and agree that the Retention Holder has no obligation to acquire any Collateral Obligation that is an Excluded Collateral Obligation under clause (i) of the definition thereof on the Settlement Date. The Retention Holder and the Issuer hereby acknowledge and agree that the Issuer has no obligation to acquire any Collateral Obligation that is an Excluded Collateral Obligation under clause (ii) of the definition thereof on the Settlement Date.
(ii) With respect to Retention Holder Seasoned Collateral Obligations, the Issuer may purchase such Collateral Obligations from the Retention Holder, when and as permitted by the Indenture, only to the extent that either (x) the Settlement Date with respect thereto and the Applicable Determination Date for calculating the Purchase Rate for the Issuer Purchase Price applicable thereto (any such Collateral Obligation, a “Market Risk Collateral Obligation”) in each case is not less than two (2) Business Days following the Cut-Off Date with respect thereto, or (y) the Settlement Date with respect thereto is not less than fifteen (15) Business Days following the Cut-Off Date with respect thereto and the Issuer Purchase Price for such Collateral Obligation is determined using the Cut-Off Date as the Applicable Determination Date for calculating the Purchase Rate applicable thereto (any such Collateral Obligation, a “Non-Market Risk Collateral Obligation”).
Conditions to Purchases. SECTION 4.1 Conditions Precedent to Initial Purchase 13 SECTION 4.2 Certification as to Representations and Warranties 14 SECTION 4.3 Effect of Payment of Purchase Price 14
