Common use of Integration; Binding Effect; Survival of Terms Clause in Contracts

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 46 contracts

Samples: Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (Ferrellgas Partners Finance Corp), Receivables Purchase Agreement (RPM International Inc/De/)

AutoNDA by SimpleDocs

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 16 contracts

Samples: Eighth Amended and Restated Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co), Credit and Security Agreement (WestRock Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5 and 14.6 13.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 9 contracts

Samples: Receivables Purchase Agreement (Anixter International Inc), Receivables Purchase Agreement (Anixter International Inc), Receivables Purchase Agreement (LKQ Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VIV, (ii) the indemnification and payment provisions of Article XIX, and Sections 14.5 12.5 and 14.6 12.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 9 contracts

Samples: Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6, 14.7 and 14.6 14.18 shall be continuing and shall survive any termination of this Agreement.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.6 through and 14.6 including 12.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 7 contracts

Samples: Omnibus Amendment (COMMERCIAL METALS Co), Receivables Purchase Agreement (Commercial Metals Co), Receivables Sale Agreement, Receivables Purchase Agreement, Performance Undertaking (Commercial Metals Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.5 through and 14.6 including 12.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 5 contracts

Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5, 13.6, 13.7 and 14.6 13.8 shall be continuing and shall survive any termination of this Agreement.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Hanesbrands Inc.), Receivables Purchase Agreement (Beckman Coulter Inc), Receivables Purchase Agreement (Hanesbrands Inc.)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5, 13.6 and 14.6 13.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 5 contracts

Samples: Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co), Receivables Purchase Agreement (CMS Energy Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification indemnification, increased cost and payment provisions of Article X, and Sections 14.5 13.5, 13.6 and 14.6 13.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Avnet Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, provided that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 Section 13.4, Section 13.5 and 14.6 Section 13.6 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, and the Administrator, the Purchaser Agents and the Purchasers hereby acknowledges and agrees that the Funding Sources are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents as in effect from time to time.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Cencora, Inc.), Receivables Purchase Agreement (Amerisourcebergen Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Note and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 4 contracts

Samples: Receivables Sale Agreement (Johnson Polymer Inc), Receivables Sale Agreement (Johnson Polymer Inc), Receivables Sale Agreement (Johnsondiversey Holdings Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any receiver or trustee in bankruptcybankruptcy appointed for any of the parties or their respective successors and assigns). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 4 contracts

Samples: Credit and Security Agreement (Mohawk Industries Inc), Credit and Security Agreement (Mohawk Industries Inc), Credit and Security Agreement (Mohawk Industries Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, Blue Ridge and the Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Lafarge Corp), Receivables Purchase Agreement (Wolverine Tube Inc), Receivables Purchase Agreement (Tower Automotive Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party the Borrower Parties pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 the provisions of Section 13.4 through and 14.6 including Section 13.8 shall be continuing and shall survive any termination of this Agreement.

Appears in 4 contracts

Samples: Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arkansas Best Corp /De/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, provided that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 Section 13.4, Section 13.5 and 14.6 Section 13.6 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, the Agent, the Purchaser Agents and the Purchasers hereby acknowledges and agrees that the Funding Sources are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents as in effect from time to time.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc), Receivables Purchase Agreement (Henry Schein Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, provided that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5, 13.6 and 14.6 13.7 shall be continuing and shall survive any termination of this Agreement. References in this Agreement to any party or any other Person shall include such party’s or Person’s successors and assigns unless otherwise indicated.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Colorado Interstate Gas Co), Receivables Purchase Agreement (Anr Pipeline Co), Receivables Purchase Agreement (Tennessee Gas Pipeline Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 7.4 and 14.6 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 4 contracts

Samples: Intercreditor Agreement (Consumers Energy Co), Intercreditor Agreement (Consumers Energy Co), Receivables Sale Agreement (CMS Energy Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Notes and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party an Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Omnibus Amendment (Insight Enterprises Inc), Receivables Sale Agreement (Insight Enterprises Inc), Receivables Sale Agreement (Insight Enterprises Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Purchase Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Receivables Sale Agreement, Receivables Sale Agreement (Johnsondiversey Holdings Inc), Receivables Sale Agreement (Johnsondiversey Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Timken Co), Receivables Sale Agreement (Timken Co), Receivables Sale Agreement (Timken Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6, 14.7 and 14.6 shall 14.16 all be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.5 through and 14.6 including 12.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Pool Corp), Omnibus Amendment (Pool Corp), Receivables Purchase Agreement (Pool Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, each Collection Account Agreement and each any other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Pennsylvania Electric Co), Receivables Sale Agreement (Pennsylvania Electric Co), Receivables Sale Agreement (Pennsylvania Power Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party the Contributor or Depositor pursuant to Article V, III and (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 3.03, shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Contribution Agreement (Americredit Corp), Contribution Agreement (Bay View Capital Corp), Contribution Agreement (Bay View Capital Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article VIII, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.5 through and 14.6 including 12.10 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Credit and Security Agreement (Tempur Sealy International, Inc.), Credit and Security Agreement (Tempur Sealy International, Inc.), Credit and Security Agreement (Tempur Sealy International, Inc.)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, V and (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 3 contracts

Samples: Credit and Security Agreement (Allied Waste Industries Inc), Credit and Security Agreement (Allied Waste Industries Inc), Credit and Security Agreement (Allied Waste Industries Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, Blue Ridge and the Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Adc Telecommunications Inc), Receivables Purchase Agreement (Edwards Lifesciences Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 2.5(d), 14.5, 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement. (c) Each Liquidity Provider, Enhancement Provider and each other Affected Party is an express third party beneficiary hereof and of each other Transaction Document.

Appears in 2 contracts

Samples: Credit and Security Agreement (Boston Scientific Corp), Credit and Security Agreement (Boston Scientific Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XXI, and Sections 14.5 (iii) Section 16.4 and 14.6 Section 16.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Loan Parties, VFCC and the Deal Agent hereby acknowledges and agrees that the Liquidity Providers are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 2 contracts

Samples: Receivables Funding Agreement (Americredit Corp), Receivables Funding Agreement (Americredit Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VIII, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 VIII shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Navistar Financial Retail Receivables Corp), Receivables Purchase Agreement (Navistar Financial Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Actuant Corp), Receivables Purchase Agreement (Wolverine Tube Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6 and 14.6 shall 14.16 all be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document the Fee Letter contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with -------- ------- respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of --------- Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any --------- ------------- ---- termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Torchmark Corp), Receivables Purchase Agreement (Torchmark Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, the Subscription Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Anixter International Inc), Receivables Sale Agreement (Anixter International Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and (iii) the provisions of Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Credit and Security Agreement (Bell Microproducts Inc), Credit and Security Agreement (Bell Microproducts Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, provided that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, and the Administrator, the Purchaser Agents and the Purchasers hereby acknowledges and agrees that the Funding Sources are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents as in effect from time to time.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). . (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 11.5 through and 14.6 including 11.8 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Sensient Technologies Corp), Receivables Purchase Agreement (Sensient Technologies Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Section 1.13, Article X, and Sections 14.5 14.6 through and 14.6 including 14.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Ferro Corp), Receivables Purchase Agreement (Ferro Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article VVI, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Credit and Security Agreement (International Paper Co /New/), Credit and Security Agreement (International Paper Co /New/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.. 40 (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, IV and (ii) the indemnification and payment provisions of Article XIX, and Sections 14.5 10.04 and 14.6 10.05 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Startec Global Communications Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). . (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 7.4 through and 14.6 including 7.10 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Sensient Technologies Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.5 through and 14.6 including 12.8 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kapstone Paper & Packaging Corp)

Integration; Binding Effect; Survival of Terms. (a) a. This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) b. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 12.5 through and 14.6 including 12.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Pool Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings, including without limitation the Existing Agreeement. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (Acuity Brands Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Omnibus Amendment (WestRock Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VVI, (ii) the indemnification and payment provisions of Article XXI, and Sections 14.5 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (PNM Resources Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller PPL Electric Party pursuant to Article V, (ii) V and the indemnification and payment provisions of Article X, and Sections Section 14.5 and Section 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (PPL Electric Utilities Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.6, 14.7, 14.8 and 14.6 shall 14.17 all be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cardinal Health Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XX and Section 14.3, and Sections 14.5 and 14.6 the provisions of Section 14.6, shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Omnibus Amendment (Insight Enterprises Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article VVI, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6, 14.7 and 14.6 14.14 shall be continuing and shall survive any termination of this Agreement.. 60993798_4.DOC

Appears in 1 contract

Samples: Credit and Security Agreement (International Paper Co /New/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VIII, and (ii) the indemnification and payment provisions of Article XVIII, and Sections 14.5 and 14.6 Section 10.4 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Torchmark Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 2.5(d), 14.5, 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement. Second Amended and Restated Credit and Security Agreement (c) Each Liquidity Provider, Enhancement Provider and each other Affected Party is an express third party beneficiary hereof and of each other Transaction Document.

Appears in 1 contract

Samples: Credit and Security Agreement (Boston Scientific Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and (iii) Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (P&l Coal Holdings Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any the Seller Party Parties pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 the provisions of Section 13.4 through and 14.6 including Section 13.58 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, TPF and the Administrator hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Chemicals Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.05 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Gehl Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and (iii) Sections 14.5 13.5, 13.6 and 14.6 13.14 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, and the Subscription Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Trendwest Resorts Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Notes, the Subscription Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVII, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Jabil Circuit Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement and the Intercreditor Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Transferor Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and (iii) Sections 14.5 13.5, 13.6 and 14.6 13.14 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Fisher Scientific International Inc)

AutoNDA by SimpleDocs

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Existing Owner pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.05 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale and Assignment Agreement (Gehl Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto Originators, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article V, II; (ii) the indemnification and payment provisions of Article X, VI; and Sections 14.5 and 14.6 (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fisher Scientific International Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party the Borrower or Master Servicer pursuant to Article VIII, (ii) the indemnification and payment provisions of Article XVIII, (iii) Sections 12.5 through and including 12.9 and (iv) Sections 14.5 9.7 and 14.6 12.13, shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (Columbus McKinnon Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article VVI, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6, 14.7, 14.14 and 14.6 14.15 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (International Paper Co /New/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Notes and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVII, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (LKQ Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Transaction Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (PMC Commercial Trust /Tx)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, VFCC, CIT/BC and the Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wolverine Tube Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Transferor Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and (iii) Sections 14.5 13.5, 13.6 and 14.6 13.14 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Fisher Scientific International Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, the Purchaser, the Committed Investors and the Administrative Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Airborne Inc /De/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (Rock-Tenn CO)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, each Collection Account Agreement and each other Transaction Document the Fee Letter contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee Paying Agent in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Originating Party pursuant to Article V, (ii) the indemnification and payment provisions of Article XXI, and Sections 14.5 15.5, 16.3 and 14.6 16.4 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Trendwest Resorts Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.6 through and 14.6 including 14.9 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ferro Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVII, Section 8.5 and Sections 14.5 and 14.6 Section 8.12 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Sungard Data Systems Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, the Subscription Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Wix Filtration Media Specialists, Inc.)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with -------- ------- respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of --------- Article X, and Sections 14.5 13.5 and 14.6 13.6 shall be continuing and shall survive any --------- ------------- ---- termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and Agreement, together with each of the other Transaction Document contain Documents, contains the final and complete integration of all prior expressions by the parties hereto and thereto with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Sections 1.6 and 2.5 and Article X, (ii) the governing law and conflict resolution provisions of Sections 14.5 12.8, 12.9, and 14.6 12.10, to the extent applicable, and (iii) Sections 12.5 and 12.6, shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Federal Signal Corp /De/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall will constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall will create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall will remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall will be continuing and shall will survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Convergys Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.4 and 14.6 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, Blue Ridge and the Administrative Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Airborne Inc /De/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Notes, the Subscription Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party either Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVII, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Jabil Circuit Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings, including without limitation the Existing Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (Zep Inc.)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, and (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 14.6, shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Financing Agreement (Syncor International Corp /De/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Beckman Coulter Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5, 13.6, and 14.6 13.15 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Wix Filtration Media Specialists, Inc.)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with -------- ------- respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of --------- Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any --------- ------------- ---- termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (McKesson Hboc Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) 44 50 the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Jabil Circuit Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Transferor pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.05 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (Gehl Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party or Servicer pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 13.5 and 14.6 13.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cott Corp /Cn/)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller PPL Electric Party pursuant to Article V, V and (ii) the indemnification and payment provisions of Article X, and Sections 14.5 2.4, 14.5, 14.6 and 14.6 14.7 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Credit and Security Agreement (PPL Electric Utilities Corp)

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Note and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective re spective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (School Specialty Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party SunGard Financing pursuant to Article VII, (ii) the indemnification and payment provisions of Article XV, Section 6.5 and Sections 14.5 and 14.6 Section 6.12 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Sungard Data Systems Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, and the Subscription Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Trendwest Resorts Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 Section 13.4 and 14.6 Section 13.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Vitro Sa De Cv)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto 658652.06-Chicago Server 1A - MSW and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement, the Subordinated Note, the Subscription Agreement and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Anixter International Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and -------- ------- remedies with respect to (i) any breach of any representation represen tation and warranty made by any Seller Party pursuant to Article VIII, (ii) the indemnification and ----------- payment provisions of Article X, and Sections 14.5 and 14.6 VIII shall be continuing and shall survive any ------------ termination of this AgreementAgree ment.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Navistar Financial Retail Receivables Corporation)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcybank ruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation repre sentation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Interface Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5,14.6 and 14.6 14.615 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Insight Enterprises Inc)

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 14.5, 14.6, 14.7 and 14.6 14.618 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Dean Foods Co)

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Note and each other Transaction Document Collection Account Agreement contain the final thefinal and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party Originator pursuant to Article VII, (ii) the indemnification and payment provisions of Article XVI, and Sections 14.5 and 14.6 Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Receivables Sale Agreement (Johnson Polymer Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!