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Purchaser’s Investment Limits Sample Clauses

Purchaser’s Investment Limits. Schedule 1.2 Eligible Buyers and Obligor Limits Schedule 3.4 Consents, Authorizations, Filings and Notices Schedule 3.9 Taxes Schedule 3.14 Actions to Perfect Ownership Interests in Scheduled Receivables and Security Interests in Collateral Schedule 3.15 Principal Places of Business of the Sellers Exhibit A Form of Receivables Assignment Agreement Exhibit B Form of Irrevocable Payment Instructions Exhibit C Form of Collection Agency and Account Agreement Exhibit D Form of Purchase Notice Exhibit E Form of Servicer’s Report Exhibit F Form of Receivables Presentation Exhibit G Form of Guarantee Exhibit H Form of U.S. Deposit Account Control Agreement Exhibit I Form of Agency Agreement Exhibit J Form of Assignment and Acceptance Exhibit K Form of Security Deed (UK Account Pledge) Exhibit L Form of Collection Account Pledge Agreement AMENDED AND RESTATED REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2011 among Celestica Inc., a corporation organized and existing under the laws of the Province of Ontario, Canada (“Celestica Canada”), as delegated servicer hereunder (in such capacity, the “Servicer”), Celestica LLC, a corporation organized and existing under the laws of Delaware (“Celestica LLC”), as a Seller hereunder, Celestica Czech Republic s.r.o., a limited liability company organized and existing under the laws of the Czech Republic (“Celestica Czech Republic”), as a Seller hereunder, Celestica Holdings Pte Ltd., a limited liability company organized and existing under the laws of Singapore (“Celestica Holdings”), as a Seller hereunder, Celestica Xxxxxxxx X.X., a sociedad unipersonal organized and existing under the laws of Spain (“Celestica Valencia”), as a Seller hereunder, Celestica Hong Kong Ltd., a limited liability company incorporated under the laws of Hong Kong (“Celestica Hong Kong”), as a Seller hereunder, Celestica (Romania) s.r.l. (“Celestica Romania”), a corporation incorporated under the laws of Romania, Celestica Japan KK, a limited liability company organized and existing under the laws of Japan (“Celestica Japan”), as a Seller hereunder, Celestica Oregon LLC, a limited liability company organized and existing under the laws of Delaware (“Celestica Oregon”) (each of Celestica LLC, Celestica Czech Republic, Celestica Holdings, Celestica Valencia, Celestica Hong Kong, Celestica Romania, Celestica Japan, Celestica Electronics (M) SND BHD and Celestica Oregon and each New Seller pursuant to Section 5...
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Purchaser’s Investment Limits. Subject to the terms and conditions hereof, each Purchaser severally agrees to purchase, in the case of Tranche A and Tranche B Receivables in an aggregate amount not to exceed at any time outstanding the amount of the Purchaser’s Investment Limit and, in the case of Tranche C Receivables and Tranche D Receivables, to consider the purchase, from time to time from the Sellers on a revolving basis, without recourse (except as expressly provided herein), ownership interests in the Scheduled Receivables and the Related Security relating thereto. In respect of each Eligible Buyer and Tranche A and Tranche B, the receivables purchased shall not exceed the respective Obligor Limits. The Purchasers’ Investment Limits shall be reduced to zero and cancelled on the Availability Termination Date or the Extended Availability Termination Date, as the case may be. The Purchasers’ Investment Limits may be reduced in whole or in part and cancelled by notice in writing provided by the Servicer to the Administrative Agent at any time; provided, however, that any such partial reduction and cancellation shall be made ratably among Purchasers. Provided no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Sellers acting through the Servicer may elect, by written notice provided not later than 20 days prior to the initial Availability Termination Date to extend the Availability Termination Date for an additional period ending on the Extended Availability Termination Date, subject to such modifications to the then current Obligor Limits as the Administrative Agent may deem necessary and consistent with its credit policies. In the event of any such extension the Sellers shall be required to pay an extension fee of 0.175% flat of the aggregate Purchasers’ Investment Limits, to be distributed ratably to the Purchasers hereunder, following which payment by the Sellers the facility hereunder shall be extended until the Extended Availability Termination Date.
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Purchaser’s Investment Limits. Subject to the terms and conditions hereof, each Purchaser severally agrees to purchase from time to time from the Originators on a revolving basis, without recourse (except as expressly provided herein) ownership interests in the Scheduled Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser’s Investment Limit and, in respect of each Eligible Buyer, an amount not to exceed at any time outstanding the respective Obligor Limits. The Purchasers’ Investment Limits shall be reduced to zero and cancelled on the Facility Termination Date. The Originators (acting through the Servicers) may reduce the Purchasers’ Investment Limits on a pro rata basis on any Purchase Date without penalty on five Business Days prior written notice to the Administrative Agent.
Sample 1
Purchaser’s Investment Limits. Subject to the terms and conditions hereof, each Purchaser severally agrees to purchase from time to time from the Originators on a revolving basis, without recourse (except as expressly provided herein) ownership interests (i) in the case of a Tranche A Purchaser, equal to such Purchaser's Tranche A Purchaser's Investment Percentage of all Tranche A Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser's Investment Limit for Tranche A Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche A Eligible Buyer, (ii) in the case of the Tranche B Purchaser, equal to such Purchaser's Tranche B Purchaser's Investment Percentage of all Tranche B Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser's Investment Limit for Tranche B Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche B Eligible Buyer, (iii) in the case of the Tranche C Purchaser, equal to such Purchaser's Tranche C Purchaser's Investment Percentage of all Tranche C Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser's Investment Limit for Tranche C Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche C Eligible Buyer, and (iv) in the case of the Tranche D Purchaser, equal to such Purchaser's Tranche D Purchaser's Investment Percentage of all Tranche D Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser's Investment Limit for Tranche D Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche D Eligible Buyer. The Purchasers' Investment Limits shall be reduced to zero and cancelled on the Facility Termination Date. The Originators (acting through the Servicers) may reduce the Purchasers' Investment Limits on a pro rata basis on any Purchase Date without penalty on 30 days' prior written notice to the Administrative Agent.
Sample 1
Purchaser’s Investment Limits. Subject to the terms and conditions hereof, each Purchaser severally agrees to purchase from time to time from the Originators on a revolving basis, without recourse (except as expressly provided herein) ownership interests (i) in the case of a Tranche A Purchaser, equal to such Purchaser’s Tranche A Purchaser’s Investment Percentage of all Tranche A Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser’s Investment Limit for Tranche A Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche A Eligible Buyer, and (ii) in the case of the Tranche B Purchaser, equal to such Purchaser’s Tranche B Purchaser’s Investment Percentage of all Tranche B Receivables in an amount not to exceed at any time outstanding the amount of such Purchaser’s Investment Limit for Tranche B Receivables and an amount not to exceed at any time outstanding the Obligor Limit for the Tranche B Eligible Buyer. The Purchasers’ Investment Limits shall be reduced to zero and cancelled on the Facility Termination Date. Compliance of the Investments in Euros with Obligor Limits and Purchaser’s Investment Limits shall be determined by reference to the Dollar Equivalent Amount thereof.
Sample 1

Related to Purchaser’s Investment Limits

  • Investment Limits In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (A) Fund's Prospectus and Statement of Additional Information ("SAI"); (B) instructions and directions of AEFC and of the Board; (C) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to the Fund, and all other applicable federal and state laws and regulations; and (D) the procedures and standards set forth in, or established in accordance with, the Advisory Agreement.

  • Investment Limitation The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

  • Investment Limitations If the Custodian has otherwise complied with the terms and conditions of this Agreement in performing its duties generally, and more particularly in connection with the purchase, sale or exchange of securities made by or for a Portfolio, the Custodian shall not be liable to the applicable Fund and such Fund agrees to indemnify the Custodian and its nominees, for any loss, damage or expense suffered or incurred by the Custodian and its nominees arising out of any violation of any investment or other limitation to which such Fund is subject.

  • Investment of Escrowed Funds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interest-bearing trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in below in Subsection 6.2(c) (each such bank, an “Approved Bank”) (or in a Government of Canada short-term debt obligation or such other short-term investment-grade debt obligations that the Corporation and Receiptholder may open as directed by written notice signed by both parties). If deposited into an Approved Bank, the Escrowed Funds shall bear interest at an annual rate which is equal to 0.05% less than the target overnight interest rate announced from time to time by the Bank of Canada, and if deposited in a Government of Canada short-term debt obligation or such other short-term investment- grade debt obligation at the rate provided for in such debt obligation (in each case, the “Earned Interest”). Such payment obligation shall be calculated daily and paid to the account(s) within three (3) Business Days of each month-end. (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Receiptholder and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholder. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholder and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 6.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. At any time and from time to time, the Receiptholder shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re- deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Receiptholder acknowledges and agrees that such specified amount remains at the sole risk of the Receiptholder prior to and after such withdrawal. For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrow Funds in any tax year shall (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity, and

  • Accredited Investor Status or Investment Limits Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or (ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Investment Matters Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.

Most Referenced Clauses

Most Referenced Definitions