New Vendor Rebate Contracts Sample Clauses

New Vendor Rebate Contracts. As of the applicable New Asset Addition Date with respect to a New Vendor Rebate Contract acquired or entered into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that: (i) such New Vendor Rebate Contract does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating Collections that would have been reasonably expected to result had such New Vendor Rebate Contract been entered into; (ii) such New Vendor Rebate Contract is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Vendor Rebate Contract complies in all material respects with all applicable Requirements of Law; (iv) the counterparty related to such New Vendor Rebate Contract is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) except as required by applicable Requirements of Law, such New Vendor Rebate Contract contains no contractual rights of set-off; provided, that (a) this clause (v) shall not apply to any replacement of a Contributed Vendor Rebate Contract with the same counterparty or an affiliate thereof that constitutes a New Vendor Rebate Contract and is entered into in accordance with the Managing Standard and (b) if the representation and warranty set forth in this clause (v) would otherwise not be true and correct, the penultimate sentence of Section 5.6 shall instead apply; and (vi) except as required by applicable Requirements of Law, such New Vendor Rebate Contract is freely assignable by the applicable Securitization Entities or with the consent of a person that has been obtained after the Manager’s use of reasonable best efforts. 34 (d)
Sample 1
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New Vendor Rebate Contracts. As of the applicable New Asset Addition Date with respect to a New Vendor Rebate Contract acquired or entered into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that: (i) such New Vendor Rebate Contract does not contain terms and conditions that are reasonably expected to result in
Sample 1

Related to New Vendor Rebate Contracts

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

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use.

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

  • Business Contracts All Contracts (other than the Real Property Leases, the Personal Property Leases and the Accounts Receivable) to which Seller is a party, which are utilized in the conduct of the Business, including Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements and which are listed in SECTION 1.01(a)(vi) OF THE DISCLOSURE SCHEDULE (the "Business Contracts");

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements:

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

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

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