Purchase of Tickets Sample Clauses

Purchase of Tickets. All ticket sales purchased on your behalf by Citibank and/or its Representatives are final and no refunds or cancellations will be issued after you have purchased your tickets unless cancelled directly by the artist/promoter. In the event of show cancellations directly by the artist/promoter, only face value of the tickets shall be refunded. You would continue to be liable for any shipping or handling fees incurred by Citibank and/or its Representatives and such fees if paid by you are nonrefundable. Citibank and/or its Representatives reserve the right to upgrade tickets at no additional cost, to downgrade tickets (partial refund) or to cancel the order with a full refund.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Purchase of Tickets. You may be able to purchase ticket to attend events held by organizers via our Website or Platform. You agree that, for using this feature:
Sample 1Sample 2
Purchase of Tickets. 2.1.1.1 By purchasing or registering a ticket, the Participant consents to the processing of his or her personal data in accordance with AfrAsia’s Privacy Policy. The Privacy Policy is available on xxxxx://xxx.xxxxxxxxxxx.xxx/en/afrasia-bank/privacy-policy. 2.1 If the Participant’s payment is successful, AfrAsia will immediately send a confirmation email to the email address specified by the Participant when placing their order. 2.2 The ticket acts as a receipt for the transaction and can be used to redeem entry at the Event. 2.3 The ticket of the Event remains the legal property of AfrAsia. Provided that the registration fees have been duly covered, the ticket is considered as giving the Participant a personal revocable license to attend the Event. 2.4 The ticket is for the personal use of the Participant who has purchased or registered the ticket or who has been designated upon its purchase or registration as the Participant. The ticket may not be re-sold or transferred to third persons under any circumstances. 2.5 The license granted with the ticket can be transferred to a third party only by effecting a replacement of the Participant with AfrAsia. All requests for replacement of any Participant must be made in writing to xxxx@xxxxxxxxxxx.xxx. 2.6 AfrAsia reserves the right to cancel the ticket or refuse entry into the Event at any time if the ticket has been subject to a re-sale or attempted re-sale, for any behaviour which AfrAsia deems unacceptable, for any breach of these Terms or the rules and regulations of the venue or any instructions or directions given to the Participant by any official at the Event. 2.7 AfrAsia is not responsible for any tickets that are lost or stolen. 2.8 Purchases of tickets are non-refundable, unless expressly specified in these Terms.
Sample 1
Purchase of Tickets. 2.1. The Customer may purchase Tickets in various package options (e.g., 1 Ticket, 5 Tickets, HOTLINE etc.). 2.2. Upon successful payment, the purchased Ticket(s) will be available for use on the DPOSPHERE platform.
Sample 1
Purchase of Tickets. 4.1. You are responsible for checking all Event information, personal information for receipt and delivery of the Tickets (including if you have elected to receive a hard-copy ticket), and ensuring you have purchased the correct Ticket for the Event. The Promoter does not offer refunds or exchanges for change of mind, incorrect ticket purchase (e.g. purchasing an over 18 ticket instead of all ages, failure to receive any information regarding the Event due to incorrect information input (such as incorrect address) or technical problem or malfunction of any server, network or computer system), or a change in your personal circumstances. 4.2. The Promoter uses certain authorised third party intermediaries to sell Tickets. No other third party is authorised to sell Tickets other than the official event ticketing partner as advertised on the Event Page. Ticket sales may additionally be subject to the terms and conditions of these third parties (including as to payment methods and charges), and you are solely responsible for paying any and all booking fees and charges in connection with the sale, including but not limited to transaction and processing fees, such as credit card and currency conversion fees (which for the avoidance of doubt may be additional to the advertised ticket price). In no event shall the Promoter be responsible or liable for any loss, cost, damage, fee, liability or otherwise whatsoever due to (i) your successful purchase of a Ticket; (ii) any payment processing issue or error for any reason including electronic or computer malfunction or error; (iii) typographical, human or other errors including any errors which may occur during the buying process (iv) fraudulent, negligent, or unauthorised credit card use. 4.3. Tickets may only be resold by you via xxxxx://xxxxx.xxx/au/. Tickets may not, without the prior written consent of the Promoter, be re-sold or offered for resale at a premium (including via online auction sites) or used for advertising, promotion, or other commercial purpose (including but not limited to giveaways, competitions, and trade promotions) or to enhance the demand for other goods or services, either by the original purchaser or any subsequent bearer. If a Ticket is sold or offered for re-sale or used in breach of this condition, the Ticket will be invalid, and the holder of the Ticket may be refused admission or evicted from the Event. 4.4. The Promoter reserves the right to enforce any published limit on the number o...
Sample 1
Purchase of Tickets. 3.1. You hereby agree to purchase from BGAA and BGAA agrees to sell to you, the Ticket(s) you have selected for purchase using the Ticketing Outlet, subject to the terms and conditions of this Agreement. You agree to pay the full cost of the Ticket(s) ordered, including any applicable taxes, convenience fees, delivery fees and/or other add-on items selected by you. 3.2. Each Ticket you purchase from BGAA is intended to give you a revocable license (or right) to entry and attendance of the particular Event only to which the Ticket pertains. Each Ticket holder has a right to a seat or standing place in relation to the stage, of a value corresponding to that stated on the Ticket holder’s Ticket. BGAA and the Venue reserve the right to provide alternative seats or standing place to those specified on the Ticket. 3.3. A Ticket does not afford the Ticket holder the right to transport to the Venue, or parking, or merchandise, or any food or beverages at the Venue, unless otherwise stated. Other independent service providers might render services relating to transport, parking, merchandise, food or beverages at the Venue and in such circumstances, the terms and conditions of such service providers will apply between it and persons who make use of such products or services. 3.4. You must produce a valid Ticket to gain entry to the Venue and you must produce that Ticket for inspection upon request from an Event official at any time. Failure to produce such Ticket when requested may result in you being denied access to the Venue or in you being removed from the Venue. 3.5. Any Tickets brought from unauthorised agents or third parties are not valid and admission to an Event on the strength of such Tickets will not be permitted. All Tickets remain the property of BGAA at all times and constitute a personal revocable license from BGAA to the Ticket holder which may be withdrawn by BGAA and admission refused at any time upon refunding the face value of the Ticket. 3.6. We reserve the right to restrict the sale of Tickets to a maximum number per person, per credit card and/or per household and to cancel any Tickets purchased in excess of this number.
Sample 1
Purchase of Tickets. You can search Organizations and Events through the search filters provided on the Services. You may purchase an Event ticket on the Services in accordance with the terms and conditions established by the applicable Organization listing the Event. Each Organization sets its own prices for its Events (“Event Prices”) and the applicable terms and conditions, including applicable refund policies, if any. All ticket prices for Events that occur in the United States are stated in U.S. Dollars. We are not a party to such agreement, and any dispute arising out of any ticket purchased by you is solely between you and the applicable Organization. We do not control and are not responsible for any information provided in an Event description, and such information is solely up to the Organization. Price Change. Ticket prices are subject to change at any time prior to the order confirmation at the sole discretion of the Organization, and we do not guarantee that you will be able to purchase the tickets for the prices shown on our Services or that such tickets will be available until you receive your order confirmation.
Sample 1
AutoNDA by SimpleDocs
Purchase of Tickets. You can search Organizations and Events through the search filters provided on the Services. You may purchase an Event ticket on the Services in accordance with the terms and conditions established by the applicable Organization listing the Event. Each Organization sets its own prices for its Events (“Event Prices”) and the applicable terms and conditions, including applicable refund policies, if any. All ticket prices for Events that occur in the United States are stated in U.S. Dollars. We are not a party to such agreement, and any dispute arising out of any ticket purchased by you is solely between you and the applicable Organization. We do not control and are not responsible for any information provided in an Event description, and such information is solely up to the Organization.
Sample 1
Purchase of Tickets. 1.1. Yours & Owls uses the third parties ‘Moshtix’, ‘Festicket’ and ‘Giggedin’ as intermediaries to sell Event Tickets. No other third party is authorised to sell Event Tickets. Ticket sales may be subject to the terms and conditions of these third parties (including as to payment methods and charges), and you are solely responsible for paying any and all booking fees and charges in connection with the sale, including but not limited to transaction and processing fees, such as credit card fees (which for the avoidance of doubt are additional to the advertised ticket price). 1.2. Event Tickets may only be resold by you via the Moshtix Resale facility. Event Tickets may not, without the prior written consent of Yours & Owls, be re-sold or offered for resale (including via Viagogo, Ticketmaster Resale and The Ticket Merchant) or used for advertising, promotion or other commercial purposes (including but not limited to competitions and trade promotions) or to enhance the demand for other goods or services, either by the original purchaser or any subsequent bearer. If an Event Ticket is sold or offered for re-sale or used in breach of this condition, the Event Ticket will be invalid and the holder of the Event Ticket may be refused admission or evicted from the Event. 1.3. Yours & Owls reserves the right to enforce any published limit on the number of Event Tickets that can be purchased by any one person, and any Event Tickets obtained above such limit by any one person will be invalid.
Sample 1

Related to Purchase of Tickets

  • Acceptance of title The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

  • Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

  • Reservation of Title The transfer of ownership of the delivered products is suspended until full payment of the price of these by the professional purchaser, in principal and accessories, even in case of granting of payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten. By express agreement, the company LABORATOIRES XXXXXXX will be able to enforce its rights under this retention of title clause in its own name and on its own behalf and/or in the name and on behalf of its suppliers, for any of its outstanding debts that remain partially or totally unpaid, on all of its products and/or the products of its suppliers still in the possession of the professional purchaser, these are conventionally presumed to be those unpaid, and the company LABORATOIRES XXXXXXX may, by right and without formality, take them back or claim them as compensation for all its unpaid invoices, at the expense, risk and peril of the professional purchaser and without prejudice to its right to terminate the sales in progress. Any deposit paid by the professional purchaser will remain acquired to the company LABORATOIRES XXXXXXX as a lump sum compensation, without prejudice to all other actions that it would be entitled to take against the professional purchaser. However, the risk of loss or deterioration shall pass to the professional purchaser upon delivery of the ordered products. During the period of retention of title, the professional purchaser must insure the unpaid goods against any damage suffered or caused by them, until full transfer of ownership, the insurance policies must mention the ownership of the company LABORATOIRES XXXXXXX or suppliers of the latter. The professional purchaser is obliged to justify it to the company LABORATOIRES XXXXXXX at the time of the delivery. Failing this, the company LABORATOIRES XXXXXXX would be entitled to delay the delivery until presentation of this proof. The professional purchaser may only resell the unpaid products in the normal course of business. It may in no case pledge, grant a security interest, pledge or transfer the ownership of its unpaid stocks as a guarantee. The professional purchaser must immediately notify the company LABORATOIRES XXXXXXX in case of seizure or any other intervention of a third party or of transfer or pledge of its business. If the professional purchaser resells the products before full payment, it will be deemed to have resold on behalf of the company LABORATOIRES XXXXXXX; the deposits already paid by it will then be automatically offset against the sums owed to the company LABORATOIRES XXXXXXX for the sale made on its behalf. The company LABORATOIRES XXXXXXX may also require, in case of total or partial non-payment of an invoice on the due date, the resolution of the sale and the reclamation of the products delivered after sending a simple formal notice, the return costs being borne by the professional purchaser and the payments made remaining acquired to the company LABORATOIRES XXXXXXX as a penalty clause. Similarly, the company LABORATOIRES XXXXXXX may unilaterally, after sending a notice of default, draw up or have drawn up an inventory of products it has invoiced still in possession of the professional purchaser, which undertakes to leave free access to its warehouses, stores or other for this purpose, ensuring that the identification of such products is always possible. In the event of the opening of insolvency proceedings, to the extent permitted by law and subject to any applicable public policy provisions, outstanding orders will be automatically cancelled and the company LABORATOIRES XXXXXXX reserves the right to reclaim the goods in stock. The above provisions do not prevent the transfer to the professional purchaser of the risks of loss or deterioration of the products subject to retention of title as well as the damage they may cause, as soon as the goods are shipped. The benefit of the present retention of title clause will be automatically transmitted to any third party subrogated in the rights, actions and privileges of the company LABORATOIRES XXXXXXX under its claim.

  • Conveyance of Title Upon closing, Seller shall execute and deliver to Buyer a Patent, Grant Deed, or Quit Claim Deed conveying title to the Cabin/Home Site. Buyer shall also receive a Xxxx of Sale executed by the current owner of the Personal Property in form of Exhibit B, attached hereto. If Buyer and the owner of the Personal Property are identical, then the Xxxx of Sale shall be returned to said party.

  • Misuse of TINs If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1

  • Notice of Title Defects (a) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller by 5:00 p.m. Central Standard Time on the expiration date of the Examination Period and (iii) describe the Title Defect in reasonable detail, to the extent then reasonably known by Buyer (including the estimated value of such Title Defect as determined by Buyer). Any matters that may otherwise constitute Title Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) subject to Section 3.05(a), attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C. (c) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount reasonably expected to be necessary to be paid to remove the lien from the affected Asset. (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or unit or Well location is less than that stated in Exhibit C or the Working Interest attributable to any Well or unit or Well location is greater than that stated in Exhibit C, then the Title Defect Value shall take into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. (iii) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the life of the affected Asset. (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (v) The Title Defect Value shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Wxxxx, units or other Assets affected thereby. (vii) Such other factors as are reasonably necessary to make a proper evaluation.

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents.

  • Volume of TIPS Sales Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.

  • Protection of Title of Purchaser (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

  • Quality of Title (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable law.

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