Dealer Agreements. Except as described in each of the Time of Sale Information and Offering Memorandum, the Company or, if applicable, a subsidiary of the Company, has entered into a dealer agreement with each of the manufacturers listed on Schedule 3 hereto (collectively, the “Dealer Agreements”), each of which has been duly authorized, executed and delivered by the Company or the applicable subsidiary, is in full force and effect and constitutes the valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject to applicable federal and state franchise laws except as would not reasonably be expected to have a Material Adverse Effect; except as would not reasonably be expected to have a Material Adverse Effect, the Company or the applicable subsidiaries are in compliance with all terms and conditions of the Dealer Agreements, and, to the best knowledge of the Company and the Guarantors, there has not occurred any default under any of the Dealer Agreements or any event that with the giving of notice or the lapse of time would constitute a default thereunder.
Appears in 4 contracts
Samples: Purchase Agreement, Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc)