Dealer Contracts Sample Clauses

Dealer Contracts. Purchaser, Seller and Coachmen acknowledge that Purchaser is not assuming Seller’s dealer agreements pursuant to this Agreement. However, Purchaser agrees that, with respect to Seller and Coachmen’s dealers existing as of the Closing Date, it will take the following actions: (i) for those dealers with whom Purchaser must enter into a written sales agreement pursuant to applicable state law, Purchaser will include a clause in any such agreement stating, “This Agreement hereby novates any prior written agreement between Dealer and Coachmen Industries, Inc., Consolidated Leisure Industires, LLC, and/or their respective affiliates, successors and assigns, relating in any way to the sale, marketing or distribution of recreational vehicles”; (ii) Purchaser agrees to work in good faith with former dealers of Seller to maintain their retail activities relating to the sale, marketing and distribution of Coachmen products; and (iii) Purchaser agrees that if a former dealer of Seller or Coachmen attempts to exercise its rights to force Seller and/or Coachmen to repurchase any recreational vehicles, Purchaser will refrain from selling such dealer any Recreational Vehicles for the brands acquired from Seller for a period of two (2) years.
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Dealer Contracts. Each Dealer Contract presented to Lender for inclusion in the Borrowing Base meets all of the requirements listed in the definition of Eligible Dealer Contract, except that Borrower makes no representation or warranty as to whether the Dealer Contract meets such requirements to Lender's satisfaction. No selection procedures adverse to Lender have been utilized in selecting the Dealer Contracts presented to Lender.
Sample 1
Dealer Contracts. Seller and the Assuming Bank agree to cooperate ----------------- to effect the transfer of dealer contracts for indirect consumer loans which are not excluded by the Assuming Bank in accordance with Section 3.4. Exhibit 2.2
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Dealer Contracts. PrivilegeONE agrees to enter into Dealer Contracts with Dealers governing the Dealers' participation in the Credit Card Loyalty Program. Each Dealer Contract will be as set forth in Exhibit G, subject to change only with Fleet's prior written approval. Each Dealer Contract will contain trademark licensing language, as set forth in Exhibit G, providing PrivilegeONE with the right to sublicense the Dealer Trademarks to Fleet for Fleet to use as set forth in this Agreement. PrivilegeONE agrees and acknowledges that Fleet will only issue a Credit Card bearing a Dealer Trademark after PrivilegeONE has executed a Dealer Contract with such Dealer and Fleet determines, in Fleet's sole discretion, that such Dealer Contract contains the appropriate trademark language permitting Fleet to use such Dealer Trademark as set forth in this Agreement.
Sample 1

Related to Dealer Contracts

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS.

  • Government Contracts Except as set forth in Disclosure Schedule (3.20), as of the Closing Date, no Credit Party is a party to any contract or agreement with any Governmental Authority and no Credit Party’s Accounts are subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any similar state or local law.

  • Contracts Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

  • Scheduled Contracts Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to:

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders.

  • Custody of Contracts (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee.

  • Specified Contracts (a) Except as would not have a Company Material Adverse Effect or as specified in Section 3.18 of the Company Disclosure Schedule, (i) each Specified Contract is a legal, valid and binding obligation of the Company or a Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or similar Law affecting creditors' rights generally and subject to the effect of general principles of equity, (ii) to the knowledge of the Company, each Specified Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or similar Law affecting creditors' rights generally and subject to the effect of general principles of equity, (iii) neither the Company nor any of its Subsidiaries is and, to the Company's knowledge, no counterparty is, in breach or violation of, or in default under, any Specified Contract, (iv) none of the Company or any of the Subsidiaries has received any written claim of default under any Specified Contract and (v) to the Company's knowledge, no event has occurred that would result in a breach or violation of, or a default under, any Specified Contract (in each case, with or without notice or lapse of time or both).

  • The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.

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