No Credit for Deletions. The Purchaser acknowledges and agrees that there shall be no reduction in the Purchase Price or credit for any standard feature listed in Schedule “I” which is deleted at the Purchaser’s request.
No Credit for Deletions Sample Clauses
Related to No Credit for Deletions
GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807
Definitions and Other Provisions of General Application SECTION 101.
Specific Amendments to Credit Agreement Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows: (a) The Credit Agreement is amended by adding the following definitions to Section 1.01 thereof in the appropriate alphabetical location:
Certification Regarding Debarment, Suspension, and Other Responsibility Matters The Contractor identified in Section 1.3 of the General Provisions agrees to comply with the provisions of Executive Office of the President, Executive Order 12549 and 45 CFR Part 76 regarding Debarment, Suspension, and Other Responsibility Matters, and further agrees to have the Contractor’s representative, as identified in Sections 1.11 and 1.12 of the General Provisions execute the following Certification: INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this Agreement, the prospective primary participant is providing the certification set out below. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. If necessary, the prospective participant shall submit an explanation of why it cannot provide the certification. The certification or explanation will be considered in connection with the NH Department of Health and Human Services’ (DHHS) determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when DHHS determined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, DHHS may terminate this transaction for cause or default. 4. The prospective primary participant shall provide immediate written notice to the DHHS agency to whom this Agreement is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549: 45 CFR Part 76. See xxxxx://xxx.xxxxxxx.xxx/app/details/CFR-2004-title45-vol1/CFR-2004-title45-vol1-part76/context. 6. The prospective primary participant agrees by submitting this Agreement that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by DHHS. 7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions,” provided by DHHS, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or involuntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List (of excluded parties) xxxxx://xxx.xxxx.xxx/current/title-22/chapter-V/part-513. 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, DHHS may terminate this transaction for cause or default. PRIMARY COVERED TRANSACTIONS 11. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: 11.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 11.2. Have not within a three-year period preceding this proposal (Agreement) been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or a contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 11.3. Are not presently indicted for otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (l)(b) of this certification; and 11.4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 12. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal (contract). LOWER TIER COVERED TRANSACTIONS 13. By signing and submitting this lower tier proposal (Agreement), the prospective lower tier participant, as defined in 45 CFR Part 76, certifies to the best of its knowledge and belief that it and its principals: 13.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. 13.2. Where the prospective lower tier participant is unable to certify to any of the above, such prospective participant shall attach an explanation to this proposal (Agreement). 14. The prospective lower tier participant further agrees by submitting this proposal (Agreement) that it will include this clause entitled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion - Lower Tier Covered Transactions,” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
Reallocation of Pro Rata Share; Amendments For purposes of determining Lenders’ obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).
Amounts and Terms of Commitments (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 and reborrow under this subsection 2.01(b).
Changes of Commitments (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.
Amendments to Credit Agreement (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Acceptance of Appointment and Other Matters Relating to the Servicer (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.
