Common use of Existence and Power Clause in Contracts

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Appears in 61 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Porsche Auto Funding LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

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Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Appears in 36 contracts

Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all full power and authority required to carry on own its assets and operate its business as presently owned or operated, and to execute, deliver and perform its obligations under the Transaction Documents to which it is now conducteda party. The Seller has obtained all necessary licenses and approvals in each jurisdiction all jurisdictions where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Appears in 25 contracts

Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Prime Auto Receivables Trust 2005-1), Trust Agreement (Capital One Prime Auto Receivables Trust 2006-1)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents this Agreement or affect the enforceability or collectibility collectability of the Receivables or any other part of the Transferred Assets.

Appears in 19 contracts

Samples: Sale Agreement (Capital One Prime Auto Receivables Trust 2024-1), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Appears in 19 contracts

Samples: Sale Agreement, Sale Agreement (Huntington Auto Trust 2016-1), Sale Agreement (Huntington Auto Trust 2016-1)

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State its state of Delaware organization and has, in all material respects, all full power and authority required to carry on own its assets and operate its business as presently owned or operated, and to execute, deliver and perform its obligations under the Transaction Documents to which it is now conducteda party. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetscould reasonably result in a Material Adverse Change.

Appears in 12 contracts

Samples: Insurance Agreement (Capital One Auto Finance Trust 2007-C), Insurance Agreement (Capital One Auto Receivables LLC), Insurance Agreement (Capital One Auto Receivables LLC)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the Seller approvals could not be reasonably expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 11 contracts

Samples: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.), Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform in which its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsbusiness is conducted.

Appears in 10 contracts

Samples: Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc), Receivables Purchase Agreement (Triumph Group Inc)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so would materially and adversely affect the ability of the Seller have such licenses, authorizations, consents or approvals could not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 10 contracts

Samples: Receivables Purchase Agreement (Owens Corning), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Owens Corning)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would reasonably be expected to materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility collectability of the Receivables or any other part of the Transferred Assets.

Appears in 8 contracts

Samples: Sale Agreement (Fifth Third Auto Trust 2023-1), Sale Agreement (Fifth Third Auto Trust 2023-1), Sale Agreement (Fifth Third Holdings Funding, LLC)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so have such licenses, authorizations, consents or approvals would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Appears in 6 contracts

Samples: Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2003-2), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2003-1), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2005-1)

Existence and Power. The Seller is a Delaware limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2005-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2003-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2003-2)

Existence and Power. The Seller is a limited liability company corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and hashas all corporate powers and all governmental licenses, in all material respectsauthorizations, all power permits, consents and authority approvals required to carry on its business as it is now conducted, except where a failure to so possess would not result in a Material Adverse Effect upon the Seller. The Seller has obtained all necessary licenses heretofore delivered to the Purchaser true and approvals complete copies of its Certificate of Incorporation, as amended, and By-laws, each as currently in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetseffect.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (R&r Acquisition Iv, Inc), Common Stock Purchase Agreement (R&r Acquisition Ii, Inc), Common Stock Purchase Agreement (MPLC, Inc.)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsDelaware.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Willis Lease Finance Corp), Stock Purchase Agreement (Willis Lease Finance Corp), Stock Purchase Agreement (Willis Lease Finance Corp)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the Seller approvals could not be reasonably expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave an SPV Material Adverse Effect.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Targa Resources Corp.), Receivables Purchase Agreement (Targa Resources Partners LP), Receivables Purchase Agreement (Targa Resources Partners LP)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsDocuments.

Appears in 3 contracts

Samples: Trust Agreement (Fifth Third Holdings Funding, LLC), Trust Agreement (Fifth Third Holdings Funding, LLC), Trust Agreement (Fifth Third Holdings Funding, LLC)

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Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where in which its business is conducted unless the failure to do so would materially and adversely affect the ability have such power, authority, licenses, authorizations consents of the approvals could not be reasonably expected to have a Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsMaterial Adverse Effect.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (Avantor, Inc.), Receivables Purchase Agreement (Avantor, Inc.)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction in which its business is conducted, except where the failure to so do so would materially and adversely affect the ability of the Seller could not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Inc.), Receivables Purchase Agreement (Cloud Peak Energy Resources LLC)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect and the enforceability or collectibility of the Receivables or any other part of the Transferred AssetsUnderwriting Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Citizens Auto Receivables, LLC), Trust Agreement (Bas Securitization LLC)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure in which its business is conducted, except in each case as could not reasonably be expected to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Appears in 2 contracts

Samples: Omnibus Amendment to Purchase and Sale Agreement, Receivables Purchase Agreement, and Performance Guaranty (Cooper Tire & Rubber Co), Receivables Purchase Agreement (Cooper Tire & Rubber Co)

Existence and Power. The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents this Agreement or affect the enforceability or collectibility collectability of a material portion of the Receivables or any other part of the Transferred Assets.

Appears in 2 contracts

Samples: Sale Agreement, Sale Agreement

Existence and Power. The Seller is a limited liability company corporation duly formed and validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all powers and all material respectsgovernmental licenses, all power authorizations, consents and authority approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where , except to the extent that the failure to do so have any such governmental licenses, authorizations, consents and approvals would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Assignment Agreement (Ikaria, Inc.)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction in which its business is conducted, except where the failure to do so would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsresult in a Material Adverse Effect.

Appears in 1 contract

Samples: Receivables Purchase Agreement (TransDigm Group INC)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and hasis duly qualified to do business, and is in good standing, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to do so qualify would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 1 contract

Samples: Receivables Sale Agreement (Alliance One International, Inc.)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the in which its business is conducted except if failure to do so have such licenses, authorizations, consents or approvals would materially and adversely affect the ability of the Seller not reasonably be expected to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetshave a Material Adverse Effect.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens Corning)

Existence and Power. The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware, and has, in has all material respects, all organizational power and authority all governmental licenses, authorizations, consents and approvals required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform in which its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assetsbusiness is conducted.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Alpha Natural Resources, Inc.)

Existence and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has, in has all powers and all material respectsgovernmental licenses, all power authorizations, permits, consents and authority approvals required to carry on its business the Business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blend Labs, Inc.)

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