Receivables Sale Agreement. (i) Duly executed and delivered counterparts of each of the Receivables Sale Agreement and all documents, agreements and instruments contemplated thereby, and (ii) evidence that each of the conditions precedent to the execution and delivery of the Receivables Sale Agreement has been satisfied to Administrator’s satisfaction, and that the initial assignments and transfers under the Receivables Sale Agreement have been consummated.
Receivables Sale Agreement. (i) Cancel or terminate the Receivables Sale Agreement or consent to or accept any cancellation or termination thereof, (ii) amend, supplement or otherwise modify any term or condition of the Receivables Sale Agreement or give any consent, waiver or approval thereunder, (iii) waive any default under or breach of the Receivables Sale Agreement or (iv) take any other action under the Receivables Sale Agreement not required by the terms thereof that would impair the value of any Receivable Assets (as defined therein) or the rights or interests of the Seller thereunder or of the Agent or any Purchaser or Indemnified Party hereunder or thereunder.
Receivables Sale Agreement. The Receivables Sale Agreement is the only agreement pursuant to which the Borrower purchases the Collateral pledged hereunder, and this Agreement and the Receivables Sale Agreement represent all agreements between the Sellers, on the one hand and the Borrower, on the other hand, relating to the conveyance by any applicable Seller, as the case may be, to the Borrower of any Contracts or Contract Assets or the provision by Snap-on Credit of collection services in respect thereof (it being understood that the Borrower may be required to repurchase Contracts from time to time conveyed by it in connection with a Take-out Securitization in accordance with limited recourse obligations of the type described in Section 5.01(i)(xii)). Upon the sale of each Contract and Related Security pursuant to the Receivables Sale Agreement, the Borrower shall be the lawful owner of, and have good title to, such Collateral, free and clear of any Adverse Claim (except for Permitted Liens).
Receivables Sale Agreement. (A) The Borrower and Transferor shall notify the Senior Agent immediately upon becoming aware of any breach by any party of the Receivables Sale Agreement.
(B) The Borrower and the Transferor shall not amend, vary, novate, supplement, supersede, compromise, waive or terminate any term of the Receivables Sale Agreement except with the Senior Agent's prior written consent.
Receivables Sale Agreement. The Receivables Sale Agreement is the only agreement pursuant to which the Borrower purchases the Collateral pledged hereunder, and this Agreement and the Receivables Sale Agreement represent all agreements between HDCC and the Borrower relating to the conveyance by HDCC to the Borrower of any Contracts or Contract Assets or the provision by HDCC of collection services in respect thereof (it being understood that the Borrower may be required to repurchase Contracts from time to time conveyed by it in connection with a Take-Out Securitization in accordance with limited recourse obligations of the type described in Section 4.01(cc)(ii)). Upon the sale of each Contract and Related Security pursuant to the Receivables Sale Agreement, the Borrower shall be the lawful owner of, and have good title to, such Collateral, free and clear of any Adverse Claim (except for Permitted Liens).
Receivables Sale Agreement. This note (this “Note”) is one of the Subordinated Notes described in Section 2.3(d) of, and is subject to the terms and conditions set forth in, the Receivables Sale Agreement, dated as of November 19, 2021 (as the same may be amended, supplemented, or otherwise modified in accordance with its terms, the “Receivables Sale Agreement”), among Company, as Originator, the Originators party thereto, the Master Servicer and Buyer. Reference is hereby made to the Receivables Sale Agreement for a statement of certain other rights and obligations of Buyer and Company. In the case of any conflict between the terms of this Note and the terms of the Receivables Sale Agreement, the terms of the Receivables Sale Agreement shall control.
Receivables Sale Agreement. Originator agrees that its Junior Claims hereunder shall be pari passu with all other Junior Claims.
Receivables Sale Agreement. Prior to the Business Day prior to the Applicable Closing, the SunGard Entities shall take all actions necessary to cause each of the Company Entities party to the Receivables Sale Agreement, dated as of March 27, 2009, among each of the sellers party thereto, SunGard AR Financing LLC and SunGard Data (“Receivables Sale Agreement”) to repurchase prior to the close of business on the Business Day preceding the Applicable Closing all of the receivables sold by such Company Entity pursuant to the Receivables Sale Agreement that have not been collected or charged off as of the date of such repurchase and, concurrently with such repurchase, to (i) cease on a prospective basis to be a Seller under the Receivables Sale Agreement and (ii) cause the Liens granted pursuant to Section 2.02 of the Receivables Sale Agreement to be fully released. Any subordinated note issued to any Company Entity pursuant to the Receivables Sale Agreement will be transferred to one of the SunGard Entities or their respective Subsidiaries (other than any Company Entity) prior to the close of business on the Business Day immediately prior to the date of the Applicable Closing and, accordingly, will neither be an asset of any Company Entity as of the Applicable Closing nor included in the Purchased Assets.
Receivables Sale Agreement. Each representation and warranty with respect to it and the Receivables or collections set forth in the Receivables Sale Agreement is true and correct on the date hereof and on the date each Purchase is made under the Receivables Sale Agreement.
Receivables Sale Agreement. Any default occurs under the Receivables Sale Agreement that would permit the holder of the Debt thereunder to require the Company to repurchase Receivables (as defined in the Receivables Sale Agreement).
