General Terms; Intent of the Parties Sample Clauses

General Terms; Intent of the Parties. (a) On each Purchase Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Originator does hereby sell to the Purchaser, without recourse (except to the extent expressly provided herein), and the Purchaser does hereby purchase from such Originator, all of such Originator’s right, title and interest in and to the Receivables originated by such Originator, the Related Security, Collections and all Proceeds of each of the foregoing (other than any such assets contributed to the Purchaser pursuant to Section 2.01(d) below), in each case, whether now existing or hereafter arising or acquired.
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General Terms; Intent of the Parties. (a) Each Seller hereby sells, transfers and assigns, without recourse (except as expressly provided herein) to the Buyer, on the terms and subject to the conditions specifically set forth herein, all of such Seller’s right, title and interest in, to and under all Receivables existing at the opening of business on the Cut-Off Date and thereafter created from time to time until the Purchase Termination Date, all Related Security and Collections with respect thereto and all proceeds of the foregoing, together with all such Seller’s rights, remedies, powers and privileges with respect to such Receivables.
General Terms; Intent of the Parties. (a) Each Quaternary Originator hereby sells, transfers, and assigns and/or Distributes (at the election of the applicable Quaternary Originator), without recourse (except as expressly provided herein) to its Parent, on the terms and subject to the conditions specifically set forth herein, all of such Quaternary Originator’s right, title and interest, now owned or hereafter acquired, in, to and under (i) all Receivables owned by it and existing on the Effective Date (including those reconveyed to it under the Termination Agreement) and thereafter originated by it from time to time until the Purchase Termination Date, (ii) all Related Security with respect thereto, (iii) all Collections with respect thereto, (iv) all cash and non-cash proceeds of the foregoing (other than proceeds representing the Purchase Price therefor paid hereunder), (v) all Records (including electronic records) evidencing or relating to the Receivables and (vi) all such Quaternary Originator’s rights, remedies, powers and privileges with respect to such Receivables.
General Terms; Intent of the Parties. (a) On each Purchase Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, the Seller does hereby sell to the Purchaser, without recourse (except to the extent expressly provided herein), and the Purchaser does hereby purchase from the Seller, all of the Seller’s right, title and interest in and to the Receivables, the Related Security, Collections and all Proceeds of each of the foregoing (other than any such assets contributed to Buyer pursuant to Section 2.01(d) below), in each case, whether now existing or hereafter arising or acquired.
General Terms; Intent of the Parties. (a) The Originator hereby sells, transfers and assigns, without recourse (except as expressly provided herein) to the Buyer, on the terms and subject to the conditions specifically set forth herein, on the Closing Date and on each Business thereafter until the Purchase Termination Date, all of the Originator’s right, title and interest, now owned or hereafter acquired, in, to and under (i) all Receivables in existence on such date which were originated at least the Requisite Days prior to such date, (ii) all Related Security, and (iii) all Collections existing on such date or thereafter arising (collectively, the “Purchased Assets”).

Related to General Terms; Intent of the Parties

  • Intent of the Parties The Borrower has structured this Agreement with the intention that the Loans and the obligations of the Borrower hereunder will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended Tax Treatment”). The Borrower, the Servicer, the Administrative Agent and the other Credit Parties agree to file no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law. Each assignee and each Participant acquiring an interest in a Credit Extension, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding sentence.

  • AGREEMENT OF THE PARTIES The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

  • Termination by Mutual Agreement of the Parties Executive’s employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

  • Final Agreement of the Parties THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

  • Intent of Parties The parties intend that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent.

  • Quality Agreement Each Party will comply with the terms of the Quality Agreement in the performance of its obligations hereunder including record retention, audits and inspections, change control, adverse events and product recall. The Parties will conduct periodic Product quality reviews in accordance with the terms of the Quality Agreement.

  • Entire Agreement of the Parties; Amendments This Agreement and the exhibits hereto constitute and contain the entire understanding and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Entire Agreement of the Parties This Agreement constitutes and contains the entire understanding and agreement of the Parties and cancels and supersedes any and all prior negotiations, correspondence, understandings and agreements, whether oral or written, between the Parties respecting the subject matter hereof.

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