Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows: (a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool. (b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to be delivered by it (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent or its property, the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility of any Pool Receivable or on the performance of the Collection Agent hereunder. This agreement has been duly executed and delivered by the Collection Agent. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agent. (d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid when due.
Appears in 3 contracts
Samples: Receivables Purchase Agreement and Purchase and Contribution Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals Inc /De), Receivables Purchase Agreement (United Rentals Inc /De)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, business in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to be delivered by it (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent or its property, the violation of which could in each case under clauses (2) or (3) where such contravention would reasonably be expected to have Material Adverse Effect a material adverse effect on the collectibility collectability of any Pool Receivable or on the performance of by the Collection Agent of its obligations hereunder. This agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agent.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Periodic Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid when due.
(g) The Collection Agent and each Subsidiary of the Collection Agent is not, nor, to the best of the Collection Agent’s knowledge, are any of them owned or controlled by Persons that are: (i) the target of any sanctions under any Sanctions Laws, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of sanctions administered or enforced by the government of the United States or Canada under any Sanctions Law.
Appears in 2 contracts
Samples: Assignment and Acceptance Agreement and Amendment (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to be delivered by it (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent or its property, the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility of any Pool Receivable or on the performance of the Collection Agent hereunder. This agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agent.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid when due.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows, which representations and warranties shall be deemed repeated on each day during the Term:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to do so qualify would could not reasonably be expected to have result in a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors’ the rights of creditors generally and general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).
(e) If Since March 1, 2008 there has been no material adverse change in the business, operations, property, prospects or financial or other condition of the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All salesExcept as set forth in Schedule V, excise there is no pending or other taxes with respect threatened action, investigation or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, governmental agency or arbitrator which if determined adversely, could reasonably be expected to result in a Material Adverse Effect.
(g) On each day during the goodsTerm, insurance the outstanding principal balance of all Loans (less the amount of Cure Funds then in the Cure Account) is not greater than the Borrowing Base. Each Transferred Asset characterized in any Borrower Report as an Eligible Receivable or services that are Eligible Participation Interest, or as included in the subject Borrowing Base is, as of any Contract for the date of such Borrower Report (or, if applicable, as of a date certain specified in such information), an Eligible Receivable have been paid when dueor Eligible Participation Interest, or properly included in the Borrowing Base, as applicable.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, its formation and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement the Transaction Documents to which it is or will be party and any the other Transaction Document documents to be delivered by it (i) hereunder are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) action, do not contravene (1i) the Collection Agent’s 's charter or by-laws, laws or (2ii) any law, rule applicable law or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent and do not result in or its property, require the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility creation of any Pool Receivable lien, security interest or on the performance other charge or encumbrance upon or with respect to any of the Collection Agent hereunder. This agreement has been duly executed and delivered Agent's material properties, other than as a result of the transactions contemplated by the Collection AgentTransaction Documents.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement the Transaction Documents to which it is a party or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes has been, and each other Transaction Document to which the Collection Agent is a party when delivered hereunder will have been, duly executed and delivered by the Collection Agent. This Agreement is, and the other Transaction Documents to which the Collection Agent is or will be a party when executed by the Collection Agent and delivered hereunder will be, the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject their respective terms, except to the extent that the enforceability thereof is limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors’ ' rights generally and general by equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law).
(e) If There is no pending or, to the best knowledge of the Collection Agent, threatened action, suit, investigation, litigation or proceeding against or affecting the Collection Agent or any of its Subsidiaries, or the property of the Collection Agent or of any of its Subsidiaries, in any court, or before any arbitrator of any kind, or before or by any governmental body, which, taking into account its probability of success, would materially adversely affect the financial condition of the Collection Agent and its consolidated Subsidiaries taken as a whole or materially adversely affect the ability of the Collection Agent to perform its obligations under the Transaction Documents; neither the Collection Agent nor any of its Subsidiaries is United Rentals in default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Collection Agent or the Collection Agent and its Subsidiaries taken as a whole.
(f) Each Seller Report (if prepared by the Collection Agent or one of its Affiliates, each Monthly Report, Weekly Report, Daily Reportor to the extent that information contained therein is supplied by the Collection Agent or one of its Affiliates), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Collection Agent to the Administrative Agent, the Purchaser Agents, the Investors Agent or the Banks any Owner in connection with this Agreement the Transaction Documents is correct and will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, andand no such report or document contains, or will contain, as of such dateits date of delivery or the date so furnished, no such document contains any untrue statement of a material fact or omits to state state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(fg) All salesSince September 1, excise 2000 the Collection Agent has complied with the Credit and Collection Policy in all material respects, and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder.
(h) The Collection Agent has not extended or other taxes with respect to modified the goods, insurance or services that are the subject terms of any Pool Receivable or the Contract for a under which any such Pool Receivable have been paid when duearose, except in accordance with the Credit and Collection Policy.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants to the Purchaser and the Servicing Agent that as followsof the date hereof and the Closing Date:
(a) The Collection Agent is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Oregon and has full corporate power, authority and legal right to own its jurisdiction of incorporationproperties and conduct its business as such properties are presently owned and such business is presently conducted, and is duly qualified to do businessexecute, deliver and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Poolunder this Agreement.
(b) The execution, delivery and performance by the Collection Agent of this Agreement Agreement, and any other Transaction Document to be delivered by it (i) the transactions contemplated hereby, are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) action, do not contravene (1i) the Collection Agent’s 's charter or by-laws, (2ii) any law, rule or regulation applicable to the Collection Agent or Agent, (3iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on or, to the best of Collection Agent's knowledge, affecting the Collection Agent or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or, to the best of Collection Agent's knowledge, affecting the Collection Agent or its property, and do not result in or require the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility creation of any Pool Receivable Adverse Claim upon or on the performance with respect to any of the Collection Agent its properties (other than as may be contemplated hereunder). This agreement Agreement has been duly executed and delivered by on behalf of the Collection Agent.
(c) No authorization There are no proceedings or approval investigations, pending or, to the best knowledge of the Collection Agent, threatened against the Collection Agent before any court, regulatory body, administrative agency, or other action bytribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, and no notice (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or filing with(iii) seeking any determination or ruling as to the validity or enforceability of this Agreement, any governmental authority or regulatory body is required (iv) except as disclosed in the Collection Agent's Annual Report on Form 10-K for the due executionyear ended December 31, delivery 1995 or Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996, seeking any determination or ruling that could materially and adversely affect the performance by the Collection Agent of its obligations under this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection AgentAgreement.
(d) All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement by the Collection Agent, the performance by the Collection Agent of the transactions contemplated by this Agreement and the fulfillment of the terms hereof to be fulfilled by the Collection Agent, have, or will at Closing have been obtained.
(e) This Agreement constitutes the a legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally ' rights, and (ii) as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding suit at law or in equity or at lawequity).
(ef) If No certificate, document or financial statement prepared by the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report furnished or and required to be furnished at any time on or before the Closing Date by or on behalf of United Rentals the Collection Agent to the Administrative Agent, Servicing Agent or the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct or shall be inaccurate in all any material respects as respect, or contains or shall contain any material misstatement of its date or (except as otherwise disclosed to the Administrative Agentfact, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits or shall omit to state a material fact or any fact necessary in order to make the statements contained thereintherein not misleading, in the light each case, as of the circumstances under which they were made, not misleadingdate it is or shall be dated.
(fg) All sales, excise or other taxes with respect The chief place of business and chief executive office of the Collection Agent are located at the address of the Collection Agent referred to on the goods, insurance or services that are signature page of this Agreement and the subject location of any Contract for a Receivable have been paid when duethe offices-where the Collection Agent keeps all of its records concerning the Bondable Conservation Investments and the Conservation Investment Assets is at the same address.
Appears in 1 contract
Samples: Conservation Bond Purchase Agreement (Enron Corp/Or/)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationOhio, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where unless the failure to so qualify would not be expected to have a material adverse effect on (i) the interests of the Investors hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability of the Collection Agent’s ability Agent to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Poolhereunder.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of the Collection Agent is United Rentals or one and its Subsidiaries as at December 31, 2007, and the related statements of income and retained earnings of the Collection Agent and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 2007 there has been no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingCollection Agent.
(f) All salesThere is no pending or, excise or other taxes with respect to the goodsknowledge of Collection Agent, insurance threatened action, investigation or services that are proceeding affecting the subject Collection Agent or any of its Subsidiaries before any Contract for court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent and its consolidated Subsidiaries, when taken as a whole, or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) The Collection Agent has no office or place of business in the province of Quebec, Canada.
(h) Each Receivable have been paid when duecharacterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report, an Eligible Receivable or properly included in the Net Receivables Pool Balance.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as followsto the Agent, each Purchase Agent and each Purchaser that:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where to the extent the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any the other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any material law, rule or regulation applicable to the Collection Agent or Agent, (3) any material contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals an Originator or one of its Affiliates, each Monthly Report, Weekly Report, Daily Periodic Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Seller or the Originators to the Administrative Agent, the Purchaser Agents, the Investors Agent or the Banks Purchasers in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors Agent or the BanksPurchasers, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject No proceeds of any Contract purchase or reinvestment hereunder will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or for any other purpose that might cause any portion of such proceeds to be considered a Receivable "purpose credit" within the meaning of Regulations T, U or X of the Federal Reserve Board. The Seller does not own any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
(g) The Collection Agent has reviewed the areas within its business and operations which could be adversely affected by, and has developed or are developing a program to address on a timely basis, the "Year 2000 Problem" (that is, the risk that computer applications used by the Collection Agent and its Subsidiaries may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date on or after December 31, 1999), and have been paid when duemade related appropriate inquiry of material suppliers and vendors. Based on such review and program, the Collection Agent believes that the "Year 2000 Problem" will not have a material adverse effect on the Collection Agent.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its the jurisdiction of incorporation, its formation and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement the Transaction Documents to which it is or will be party and any the other Transaction Document documents to be delivered by it (i) hereunder are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) action, do not contravene (1i) the Collection Agent’s 's charter or by-laws, laws or (2ii) any law, rule applicable law or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent and do not result in or its property, require the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility creation of any Pool Receivable lien, security interest or on the performance other charge or encumbrance upon or with respect to any of the Collection Agent hereunder. This agreement has been duly executed and delivered Agent's material properties, other than as a result of the transactions contemplated by the Collection AgentTransaction Documents.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement the Transaction Documents to which it is a party or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes has been, and each other Transaction Document to which the Collection Agent is a party when delivered hereunder will have been, duly executed and delivered by the Collection Agent . This Agreement is, and the other Transaction Documents to which the Collection Agent is or will be a party when executed by the Collection Agent and delivered hereunder will be, the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject their respective terms, except to the extent that the enforceability thereof is limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors’ ' rights generally and general by equitable principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law).
(e) If There is no pending or, to the best knowledge of the Collection Agent, threatened action, suit, investigation, litigation or proceeding against or affecting the Collection Agent or any of its Subsidiaries, or the property of the Collection Agent or of any of its Subsidiaries, in any court, or before any arbitrator of any kind, or before or by any governmental body, which, taking into account its probability of success, would materially adversely affect the financial condition of the Collection Agent and its consolidated Subsidiaries taken as a whole or materially adversely affect the ability of the Collection Agent to perform its obligations under the Transaction Documents; neither the Collection Agent nor any of its Subsidiaries is United Rentals in default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Collection Agent or the Collection Agent and its Subsidiaries taken as a whole.
(f) Each Seller Report (if prepared by the Collection Agent or one of its Affiliates, each Monthly Report, Weekly Report, Daily Reportor to the extent that information contained therein is supplied by the Collection Agent or one of its Affiliates), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Collection Agent to the Administrative Agent, the Purchaser Agents, the Investors Agent or the Banks any Owner in connection with this Agreement the Transaction Documents is correct and will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) as of the date so furnished, andand no such report or document contains, or will contain, as of such dateits date of delivery or the date so furnished, no such document contains any untrue statement of a material fact or omits to state state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(fg) All salesSince September 1, excise 2000 the Collection Agent has complied with the Credit and Collection Policy in all material respects, and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder.
(h) The Collection Agent has not extended or other taxes with respect to modified the goods, insurance or services that are the subject terms of any Pool Receivable or the Contract for a under which any such Pool Receivable have been paid when duearose, except in accordance with the Credit and Collection Policy.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a1) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where qualified unless the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b2) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except to the extent that a security interest is created hereunder), except, in the case of clauses (iii)(1), (iii)(3) and (iv), where such condition would not have a Material Adverse Effect. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c3) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by hereunder, except where the Collection Agentfailure to obtain such authorization, approval, action or notice would not have a Material Adverse Effect.
(d4) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e5) If The consolidated balance sheet of the Collection Agent is United Rentals or one and its consolidated Subsidiaries as at December 30, 2000, and the related statements of income and retained earnings of the Collection Agent and its Affiliatesconsolidated Subsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its consolidated Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 30, 2000 there has been no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingCollection Agent.
(f6) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent and its Subsidiaries taken as a whole or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the goodslegality, insurance validity or services that are the subject enforceability of any Contract for a Receivable have been paid when duethis Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Personal Care Holdings Inc)
Representations and Warranties of the Collection Agent. The Collection Agent (so long as an Originator or its designee is the Collection Agent) hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporatedincorporated or a limited liability company duly formed, as applicable, and validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualifiedqualified (including without limitation, the State of Delaware) except where to the extent that the failure so to be so qualify qualified would not reasonably be expected to have a material adverse effect on materially adversely affect the Collection Agent’s ability to perform its duties or obligations with respect to collectibility of the Receivables in the Receivables Pool or on the Receivables Poolability of the Collection Agent to perform its obligations under this Agreement.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate or limited liability company powers, as applicable, (ii) have been duly authorized by all necessary corporate action and or limited liability company action, as applicable, (iii) do not contravene (1) the Collection Agent’s charter or by-lawslaws or operating agreement, as applicable, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of Lexmark International and its Subsidiaries as at December 31, 2012, and the Collection Agent is United Rentals or one related statements of income and retained earnings of Lexmark International and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Program Agent and each Investor Agent, and the Purchaser Agentsbalance sheets of Lexmark International and its Subsidiaries as at June 30, the Investors or the Banks in connection with this Agreement is correct in all material respects as 2013, copies of its date or (except as otherwise disclosed which have been furnished to the Administrative Program Agent, in each case, fairly present the Purchaser Agents, the Investors or the Banks, financial condition of Lexmark International and its Subsidiaries as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of Lexmark International and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since June 30, 2013 there has been no material adverse change in the business, operations, property or financial or other condition of the Collection Agent. The balance sheet of the Seller as at December 31, 2012 and as at June 30, 2013, a copy of each of which has been furnished to the Program Agent and each Investor Agent, fairly presents the financial condition of the Seller as at such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained thereindate, in accordance with GAAP, and since June 30, 2013 there has been no material adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingSeller.
(f) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each purchase and reinvestment (and after giving effect thereto), the Net Receivables Pool Balance is not less than the Required Net Receivable Pool Balance.
(h) Immediately prior to the goodseffectiveness of this Agreement the Seller has no Debt, insurance or services that are Adverse Claims on any of its assets, liabilities (including contingent obligations) other than (i) Debt and Adverse Claims under the subject of any Contract for a Receivable have been paid when dueOriginal Agreement and the Deferred Purchase Price (as defined in the Original Agreement) and (ii) accrued administrative expenses (including, without limitation, accrued rent) in an aggregate amount no to exceed $20,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Representations and Warranties of the Collection Agent. The Collection Agent (so long as the Originator or its designee is the Collection Agent) hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualifiedqualified (including without limitation, the State of Delaware) except where to the extent that the failure so to be so qualify qualified would not reasonably be expected to have a material adverse effect on materially adversely affect the Collection Agent’s ability to perform its duties or obligations with respect to collectibility of the Receivables in the Receivables Pool or on the Receivables Poolability of the Seller to perform its obligations under this Agreement.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of the Collection Agent is United Rentals or one and its Subsidiaries as at December 31, 2000, and the related statements of income and retained earnings of the Collection Agent and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since December 31, 2000 there has been no material adverse change in the business, operations, property or financial or other condition of the Collection Agent. The pro forma balance sheet of the Seller as at September 30, 2001, giving effect to the initial purchase to be made under this Agreement, a copy of which has been furnished to the Agent, fairly presents the financial condition of the Seller as at such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained thereindate, in accordance with GAAP, and since December 31, 2000 there has been no material adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingSeller.
(f) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each purchase and reinvestment (and after giving effect thereto), the Net Receivables Pool Balance is not less than the Required Net Receivable Pool Balance.
(h) Immediately prior to the goodseffectiveness of this Agreement the Seller has no Debt, insurance or services that are the subject Adverse Claims on any of any Contract for a Receivable have been paid when dueits assets, liabilities (including contingent obligations) other than accrued administrative expenses (including, without limitation, accrued rent) in an aggregate amount no to exceed $20,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as followsto the Agent, each Purchase Agent and each Purchaser that:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where to the extent the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any the other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any material law, rule or regulation applicable to the Collection Agent or Agent, (3) any material contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals an Originator or one of its Affiliates, each Monthly Report, Weekly Report, Daily Periodic Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Seller or the Originators to the Administrative Agent, the Purchaser Agents, the Investors Agent or the Banks Purchasers in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors Agent or the BanksPurchasers, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject No proceeds of any Contract for purchase or reinvestment hereunder will be used to acquire any equity security of a Receivable class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.
(g) The Collection Agent has reviewed the areas within its business and operations which could be adversely affected by, and has developed or are developing a program to address on a timely basis, the "Year 2000 Problem" (that is, the risk that computer applications used by the Collection Agent and its Subsidiaries may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date on or after December 31, 1999), and have been paid when duemade related appropriate inquiry of material suppliers and vendors. Based on such review and program, the Collection Agent believes that the "Year 2000 Problem" will not have a material adverse effect on the Collection Agent.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to be delivered by it (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the Collection Agent or its property, the violation of which could in each case under clauses (2) or (3) where such contravention would reasonably be expected to have Material Adverse Effect a material adverse effect on the collectibility such Purchaser Agent shall promptly give notice thereof to its related Purchasers, if any, and its Related Banks. Subject to the waiver provisions set forth in Section 2.02, the Administrative Agent shall take such action concerning an Event of any Pool Receivable or on the performance of the Collection Agent hereunder. This agreement has been duly executed and delivered Termination as may be directed by the Collection Agent.
Purchaser Agents (c) No authorization unless such action otherwise requires the consent of all Purchasers or approval or other action byBanks), and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agent.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to but until the Administrative AgentAgent receives such directions, the Purchaser AgentsAdministrative Agent may (but shall not be obligated to) take such action, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banksrefrain from taking such action, as the case may be, at such time promptly upon discovery of any clerical error or omission within Administrative Agent deems advisable and in the same calendar month) as best interests of the date so furnishedPurchasers, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleadingBanks and Purchaser Agents.
(f) All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid when due.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of its jurisdiction state of incorporationformation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except qualified and where the failure to be so qualify qualified would not reasonably be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement the Transaction Documents to which it is or will be a party and any all other Transaction Document instruments and documents to be delivered by it (i) hereunder, and the transactions contemplated hereby and thereby, are within the Collection Agent’s corporate its limited liability company powers, (ii) have been duly authorized by all necessary corporate action and (iii) limited liability company action, do not contravene (1i) the Collection Agent’s charter its certificate of formation or by-lawslimited liability company agreement or (ii) in any material way, (2) any applicable law, rule or regulation applicable to the Collection Agent binding on or (3) affecting it or any of its property, and do not violate any contractual restriction binding on it or any of its property or any order, judgment or decree binding on or affecting it or any of its property or result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. Each of this Agreement and the other Transaction Documents to which the Collection Agent or its property, the violation of which could reasonably be expected to have Material Adverse Effect on the collectibility of any Pool Receivable or on the performance of the Collection Agent hereunder. This agreement is a party has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement any Transaction Document to which it is or will be a party or any other document or instrument to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes constitutes, and the other Transaction Documents to which the Collection Agent is or will be a party when delivered hereunder shall constitute, the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and (in each case except as limited by applicable bankruptcy or other similar laws affecting creditors’ rights generally and except as specific enforcement may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawequity).
(e) If the The Collection Agent is United Rentals or one has complied with the Credit and Collection Policy in all material respects and since the date of its Affiliates, each Monthly Report, Weekly Report, Daily this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder.
(f) No Originator Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals such Collection Agent to the Administrative Agent, the Purchaser Agentsany Group Managing Agent, the Investors any Bank or the Banks any Investor in connection with this Agreement Agreement, any other Transaction Document or any transaction contemplated hereby or thereby is correct inaccurate in all any material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar month) respect as of the date so furnished, and, as of such date, no such document it is dated or contains any untrue statement material misstatement of a material fact or omits to state a material fact or any fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, therein not materially misleading.
(fg) All salesThe chief place of business and chief executive office of the Collection Agent is located at the address of the Collection Agent referred to in Section 12.02 hereof and the offices where the Collection Agent keeps all its books, excise records and documents evidencing Pool Receivables or the related Contracts are located at the addresses specified in Exhibit N and the Collection Agent’s jurisdiction of organization is the jurisdiction specified in Exhibit N (or at such other taxes locations or jurisdiction, notified to the Administrative Agent and each Group Managing Agent in accordance with Section 5.04(f)); provided that the foregoing shall not prohibit duplicate books, records or documents from being kept elsewhere.
(h) The Collection Agent has not extended or modified the terms of any Pool Receivable or the Contract under which any such Pool Receivable arose, except in accordance with the Credit and Collection Policy.
(i) The names and addresses of all of the Lock-Box Banks, together with the account numbers for all of the Lock-Box Accounts and each Post Office Box are specified in Exhibit O-1 and Exhibit O-2, respectively, or as otherwise notified to the Administrative Agent in writing in accordance with Section 5.04(l).
(j) Except as otherwise disclosed in writing to the Administrative Agent and each Group Managing Agent and accepted in writing by the applicable Group Managing Agent, in the case of any Advance, or the Majority Group Managing Agents, in any other case, in either case in their discretion, there are no actions, suits or proceedings pending, or to the knowledge of the Collection Agent threatened, against or affecting the Collection Agent or the property of the Collection Agent in any court, or before any arbitrator of any kind, or before or by any governmental body, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. The Collection Agent is not in default with respect to the goods, insurance or services that are the subject (i) orders of any Contract for governmental agencies which materially adversely affect the business or operations of the Collection Agent or (ii) orders of any court or arbitrator.
(k) Since (x) October 10, 2007, no event has occurred that would reasonably be expected to have a Receivable material adverse effect on the financial condition or operations of the Collection Agent, any Parent Undertaking Provider or any Originator and its Subsidiaries which would be reasonably likely to materially and adversely affect the ability of the Collection Agent, any Parent Undertaking Provider or any Originator to perform its obligations under this Agreement or any other Transaction Document, and (y) the Effective Date, no event has occurred that would reasonably be expected to have been paid when duea material adverse effect on (i) the financial condition or operations of the Borrower which would be reasonably likely to materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document, (ii) the legality, validity or enforceability of this Agreement or any other Transaction Document or (iii) any Investor’s, Bank’s or other Holder’s interest in the Receivables generally or in any significant portion of the Collateral.
Appears in 1 contract
Samples: Financing Agreement (Energy Future Competitive Holdings CO)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationNew Jersey, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where unless the failure to so qualify would not be expected to have a material adverse effect on (i) the interests of the Investors and the Banks hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability of the Collection Agent’s ability Agent to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Poolhereunder.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other reorganization or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of equity, whether such enforceability is considered in a proceeding in equity an action at law or at lawequity).
(e) If [Intentionally omitted.]
(f) Except for the litigation disclosed under the heading “The European Commission Investigation” in IR Parent’s report filed with the SEC on Form 10-K for the fiscal year ended December 31, 2008, there is no pending or, to the knowledge of the Collection Agent, threatened, action, investigation or proceeding affecting the Collection Agent is United Rentals or one any of its AffiliatesSubsidiaries before any court, governmental agency or arbitrator which may have a Material Adverse Effect on the Collection Agent.
(g) On the date of each Monthly purchase and reinvestment (and after giving effect thereto), the sum of the Receivable Interests is not greater than the Maximum Percentage Factor then in effect. Each Receivable characterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record an Eligible Receivable or report furnished properly included in the Net Receivables Pool Balance. Each Seller Report is or to will be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Program Agent, the Purchaser Investor Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document Seller Report contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(fh) The Collection Agent has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge that is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with and to the extent required by generally accepted U.S. accounting principles).
(i) The Collection Agent is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act.
(j) The receivables credit and collection policies and practices of the Originators attached hereto as Schedule II are in effect as of the date of this Agreement. Since the date of this Agreement, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement.
(k) No event or circumstance has occurred since the date of this Agreement that has a material adverse effect on (i) the ability of the Collection Agent to perform its obligations under this Agreement or any other Transaction Document, (ii) the legality, validity or enforceability of any Transaction Document or (iii) the collectibility of the Receivables.
(l) Each Division is a division of the applicable Originator set forth opposite such Division on Schedule III attached hereto and is not separately incorporated or organized as a separate legal entity in any jurisdiction.
(m) The Collection Agent, in its capacity as such, does not carry on business in Canada for the purposes of the Tax Act and is not registered under Canadian goods and services or provincial sales tax legislation.
(n) All sales, excise or other taxes services rendered by the Collection Agent with respect to the goodsservicing, insurance administration and collection of the Canadian Receivables are rendered outside of Canada, other than occasional activities in Canada which the Collection Agent has reasonably determined, after consultation with a Canadian tax advisor, would not result in any of the Agents, the Banks, the Investors, the Seller or services that are the subject Intermediate SPVs carrying on business in Canada for purposes of any Contract for a Receivable have been paid when duethe Tax Act.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Ingersoll Rand Co LTD)
Representations and Warranties of the Collection Agent. The Collection Agent (so long as the Originator or its designee is the Collection Agent) hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualifiedqualified (including without limitation, the State of Delaware) except where to the extent that the failure so to be so qualify qualified would not reasonably be expected to have a material adverse effect on materially adversely affect the Collection Agent’s ability to perform its duties or obligations with respect to collectibility of the Receivables in the Receivables Pool or on the Receivables Poolability of the Collection Agent to perform its obligations under this Agreement.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of the Collection Agent is United Rentals or one and its Subsidiaries as at December 31, 2008, and the related statements of income and retained earnings of the Collection Agent and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Program Agent and each Investor Agent, and the Purchaser Agentsbalance sheets of the Collection Agent and its Subsidiaries as at March 31, the Investors or the Banks in connection with this Agreement is correct in all material respects as 2009, copies of its date or (except as otherwise disclosed which have been furnished to the Administrative Program Agent, in each case, fairly present the Purchaser Agents, financial condition of the Investors or the Banks, Collection Agent and its Subsidiaries as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since March 31, 2009 there has been no material adverse change in the business, operations, property or financial or other condition of the Collection Agent. The balance sheet of the Seller as at December 31, 2008 and as at March 31, 2009, a copy of each of which has been furnished to the Program Agent and each Investor Agent, fairly presents the financial condition of the Seller as at such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained thereindate, in accordance with GAAP, and since March 31, 2009 there has been no material adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingSeller.
(f) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each purchase and reinvestment (and after giving effect thereto), the Net Receivables Pool Balance is not less than the Required Net Receivable Pool Balance.
(h) Immediately prior to the goodseffectiveness of this Agreement the Seller has no Debt, insurance or services that are the subject Adverse Claims on any of any Contract for a Receivable have been paid when dueits assets, liabilities (including contingent obligations) other than accrued administrative expenses (including, without limitation, accrued rent) in an aggregate amount no to exceed $20,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as followsto and, where applicable, agrees with each of the Secured Parties, that:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, named at the beginning hereof and is duly qualified to do business, and is in good standing, in every jurisdiction where in which the nature of its business requires it to be so qualified, except where qualified and the failure to do so qualify would not could reasonably be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty (other than in an immaterial manner), the violation of which could reasonably be expected to have Material Adverse Effect or (4) any order, writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any Lien upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already except such as (i) have been made or obtained by and are in full force and effect and (ii) where the failure to make or obtain could not reasonably be expected to adversely affect the Collection Agent’s ability to perform its material obligations hereunder or the ability of the Borrower to assign or collect the Receivables hereunder (other than in an immaterial manner).
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium bankruptcy and other similar laws affecting creditors’ rights creditors generally and general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law).
(e) If There is no pending or, to the Collection Agent’s knowledge, threatened action, investigation or proceeding affecting the Collection Agent is United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement, except any such action, investigation or proceeding that the Collection Agent certifies to the Administrative Agent that, in the best judgment of the Collection Agent, if determined adversely, will not have a material impact on the ability of the Collection Agent to fulfill its duties hereunder, or result in a Lien on the Collateral.
(f) The Collection Agent has not intentionally (i) misstated any calculation of Eligible Receivables or Net Receivables Balance hereunder (other than in an immaterial amount and based on good faith estimates utilized in the calculation thereof), or (ii) misrepresented any Receivable as qualifying as an Eligible Receivable or intentionally included such misrepresented Receivable in the Net Receivables Balance at the time so included.
(g) Each Monthly Report (if prepared by the Collection Agent or one of its Affiliates, each Monthly Report, Weekly Report, Daily Reportor to the extent that information contained therein is supplied by the Collection Agent or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Collection Agent to the Administrative Agent, the Purchaser Agents, the Investors Managing Agents or the Banks Lenders in connection with this Agreement is correct or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors Managing Agents or the BanksLenders, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Collection Agent represents only that it acted in good faith and utilized assumptions that the Collection Agent believed to be reasonable at the time made.
(fh) The Collection Agent has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles), in each case, other than as to which a failure to do so could reasonably be expected to result in a Material Adverse Effect.
(i) All salesrequired Notices have been prepared and delivered to each of its Obligors (or, excise in the case of a Governmental Entity, its fiscal intermediary), and all invoices issued after the Closing Date bear only the appropriate remittance instructions for payment direction to a Lock-Box or a Collection Accounts, as the case may be. No direction is in effect directing Obligors to remit payments on Receivables other than to a Lock-Box or a Collection Account.
(j) Each of the Collection Accounts has been established in the name an Originator by a Collection Account Bank, and each Concentration Account has been established in the name of the Borrower by a Concentration Account Bank. Neither the Collection Agent nor the Borrower has established any lock-box, lock-box account or other taxes deposit account for the receipt of Collections other than the Lock-Boxes and Collection Accounts. Each Lock-Box is linked to a Collection Account. Each Collection Account has been set up to so that all available funds automatically sweep to the applicable Concentration Account at the end of each Business Day. The Collection Agent has taken, or has caused to be taken, all actions necessary or advisable to assure that all Collections are received in the Lock-Boxes and Collection Accounts. The Collection Agent will not, and will not permit the Borrower to, (i) close any Lock-Box, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, a Collection Account or a Concentration Account, (ii) make any change to the instructions to the Obligors that all payments with respect to the goodsReceivables be made to a Lock-Box or Collection Account or (iii) make any change to the instructions to any Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring the automatic sweep of all available funds in a Collection Account to the applicable Concentration Account at the end of each Business Day, insurance in each case, without the prior written consent of the Administrative Agent and each Managing Agent; provided, if provisions under clauses (i), (ii) or services that are the subject of any Contract for a Receivable (iii) above have been paid when dueviolated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Borrower, the Collection Agent or CHS, the Collection Agent (itself or through CHS) shall have the opportunity to cure the violation of this clause (j) within 15 days of obtaining knowledge of such breach by the Originator.
(k) Notice of termination of each of the agreements and other documents relating to the sale, purchase or transfer of AccessOne Program Receivables from an Originator to any Person other than the Buyer was delivered to such Person prior to the Closing Date.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent (so long as the Originator or its designee is the Collection Agent) hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualifiedqualified (including without limitation, the State of Delaware) except where to the extent that the failure so to be so qualify qualified would not reasonably be expected to have a material adverse effect on materially adversely affect the Collection Agent’s ability to perform its duties or obligations with respect to collectibility of the Receivables in the Receivables Pool or on the Receivables Poolability of the Collection Agent to perform its obligations under this Agreement.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of the Collection Agent is United Rentals or one and its Subsidiaries as at December 31, 2003, and the related statements of income and retained earnings of the Collection Agent and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Program Agent and each Investor Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since December 31, 2003 there has been no material adverse change in the business, operations, property or financial or other condition of the Collection Agent. The pro forma balance sheet of the Seller as at June 30, 2004, giving effect to the initial purchase to be made under this Agreement, a copy of which has been furnished to the Program Agent and each Investor Agent, fairly presents the financial condition of the Seller as at such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained thereindate, in accordance with GAAP, and since December 31, 2003 there has been no material adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingSeller.
(f) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each purchase and reinvestment (and after giving effect thereto), the Net Receivables Pool Balance is not less than the Required Net Receivable Pool Balance.
(h) Immediately prior to the goodseffectiveness of this Agreement the Seller has no Debt, insurance or services that are the subject Adverse Claims on any of any Contract for a Receivable have been paid when dueits assets, liabilities (including contingent obligations) other than accrued administrative expenses (including, without limitation, accrued rent) in an aggregate amount no to exceed $20,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporationOhio, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where unless the failure to so qualify would not be expected to have a material adverse effect on (i) the interests of the Investors hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability of the Collection Agent’s ability Agent to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Poolhereunder.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The balance sheets of the Collection Agent is United Rentals or one and its Subsidiaries as at December 31, 1999, and the related statements of income and retained earnings of the Collection Agent and its AffiliatesSubsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 1999 there has been no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, adverse change in the light business, operations, property or financial or other condition of the circumstances under which they were made, not misleadingCollection Agent.
(f) All salesThere is no pending or threatened action or proceeding affecting the Collection Agent or any of its Subsidiaries before any court, excise governmental agency or other taxes with respect arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the goodslegality, insurance validity or services that are enforceability of this Agreement.
(g) The Collection Agent has no office or place of business in the subject province of any Contract for a Receivable have been paid when dueQuebec, Canada.
Appears in 1 contract
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to be delivered by which it is a party (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Weekly Report, Daily Interim Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(f) All sales, excise or other taxes with respect to the goodsmerchandise, insurance or services that which are the subject of any Contract for a Receivable have been paid when due.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants as followsto and, where applicable, agrees with each of the Secured Parties, that:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, named at the beginning hereof and is duly qualified to do business, and is in good standing, in every jurisdiction where in which the nature of its business requires it to be so qualified, except where qualified and the failure to do so qualify would not could reasonably be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables PoolMaterial Adverse Effect.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty (other than in an immaterial manner), the violation of which could reasonably be expected to have Material Adverse Effect or (4) any order, writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any Lien upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already except such as (i) have been made or obtained by and are in full force and effect and (ii) where the failure to make or obtain could not reasonably be expected to adversely affect the Collection Agent’s ability to perform its material obligations hereunder or the ability of the Borrower to assign or collect the Receivables hereunder (other than in an immaterial manner).
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium bankruptcy and other similar laws affecting creditors’ rights creditors generally and general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law).
(e) If There is no pending or, to the Collection Agent’s knowledge, threatened action, investigation or proceeding affecting the Collection Agent is United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement, except any such action, investigation or proceeding that the Collection Agent certifies to the Administrative Agent that, in the best judgment of the Collection Agent, if determined adversely, will not have a material impact on the ability of the Collection Agent to fulfill its duties hereunder, or result in a Lien on the Collateral.
(f) The Collection Agent has not intentionally (i) misstated any calculation of Eligible Receivables or Net Receivables Balance hereunder (other than in an immaterial amount and based on good faith estimates utilized in the calculation thereof), or (ii) misrepresented any Receivable as qualifying as an Eligible Receivable or intentionally included such misrepresented Receivable in the Net Receivables Balance at the time so included.
(g) Each Monthly Report (if prepared by the Collection Agent or one of its Affiliates, each Monthly Report, Weekly Report, Daily Reportor to the extent that information contained therein is supplied by the Collection Agent or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals the Collection Agent to the Administrative Agent, the Purchaser Agents, the Investors Managing Agents or the Banks Lenders in connection with this Agreement is correct or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors Managing Agents or the BanksLenders, as the case may be, at such time promptly upon discovery of any clerical error or omission within the same calendar monthtime) as of the date so furnished, and, as of such date, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Collection Agent represents only that it acted in good faith and utilized assumptions that the Collection Agent believed to be reasonable at the time made.
(fh) The Collection Agent has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles), in each case, other than as to which a failure to do so could reasonably be expected to result in a Material Adverse Effect.
(i) All salesrequired Notices have been prepared and delivered to each of its Obligors (or, excise in the case of a Governmental Entity, its fiscal intermediary), and all invoices issued after the Closing Date bear only the appropriate remittance instructions for payment direction to a Lock-Box or a Collection Accounts, as the case may be. No direction is in effect directing Obligors to remit payments on Receivables other than to a Lock-Box or a Collection Account.
(j) Each of the Collection Accounts has been established in the name an Originator by the Collection Account Bank, and the Concentration Account has been established in the name of the Borrower by the Concentration Account Bank. Neither the Collection Agent nor the Borrower has established any lock-box, lock-box account or other taxes deposit account for the receipt of Collections other than the Lock-Boxes and Collection Accounts. Each Lock-Box is linked to a Collection Account. Each Collection Account has been set up to so that all available funds automatically sweep to the Concentration Account at the end of each Business Day. The Collection Agent has taken, or has caused to be taken, all actions necessary or advisable to assure that all Collections are received in the Lock-Boxes and Collection Accounts. The Collection Agent will not, and will not permit the Borrower to, (i) close any Lock-Box, any Collection Account or the Concentration Account or open any new lock-box or account to function as a Lock-Box, a Collection Account or the Concentration Account, (ii) make any change to the instructions to the Obligors that all payments with respect to the goodsReceivables be made to a Lock-Box or Collection Account or (iii) make any change to the instructions to the Collection Account Bank as set forth in the Deposit Account Notification Agreement (Government Healthcare Receivables) requiring the automatic sweep of all available funds in each Collection Account to the Concentration Account at the end of each Business Day, insurance in each case, without the prior written consent of the Administrative Agent and each Managing Agent; provided, if provisions under clauses (i), (ii) or services that are the subject of any Contract for a Receivable (iii) above have been paid when dueviolated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Borrower, the Collection Agent or CHS, the Collection Agent (itself or through CHS) shall have the opportunity to cure the violation of this clause (j) within 15 days of obtaining knowledge of such breach by the Originator.
(k) Notice of termination of each of the agreements and other documents relating to the sale, purchase or transfer of AccessOne Program Receivables from an Originator to any Person other than the Buyer has been delivered to such Person prior to the Closing Date.
Appears in 1 contract
Samples: Receivables Loan Agreement (Community Health Systems Inc)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a) The Collection Agent is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where unless the failure to so qualify would not be expected to have a material adverse effect on (i) the interests of the Investors and the Banks hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability of the Collection Agent’s ability Agent to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Poolhereunder.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate limited liability company powers, (ii) have been duly authorized by all necessary corporate action and limited liability company action, (iii) do not contravene (1A) the Collection Agent’s charter certificate of formation or by-lawslimited liability company agreement, (2B) any law, rule or regulation applicable to the Collection Agent or Agent, (3C) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (D) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)terms.
(e) If The consolidated balance sheets of EDS and its consolidated Subsidiaries as at September 30, 2002, and the related consolidated statement of income and consolidated statement of cash flows of EDS and its consolidated Subsidiaries for the nine months then ended, copies of which have been furnished to the Agent, fairly present the financial condition of EDS and its consolidated Subsidiaries as at such date and the results of the operations of EDS and its consolidated Subsidiaries for the nine month period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since September 30, 2002 there has been no material adverse change in the business, operations, property or financial or other condition of EDS.
(f) There is no pending or threatened action, investigation or proceeding affecting the Collection Agent is United Rentals or one any of its AffiliatesSubsidiaries before any court, governmental agency or arbitrator which is reasonably likely to materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each Monthly purchase and reinvestment (and after giving effect thereto), the sum of the Receivable Interests is not greater than the Maximum Purchaser Interest on such date. Each Receivable characterized in any Seller Report as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record an Eligible Receivable or report furnished or to be furnished at properly included in the Net Receivables Pool Balance.
(h) On each date on which any time by or on behalf of United Rentals to U.S. Government Receivable is included in the Administrative AgentNet Receivables Pool Balance, the Purchaser Agents, the Investors Originator or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the BanksEDS, as the case may be, at such time promptly upon discovery is not (i) on any list of debarred, suspended or otherwise ineligible contractors issued by the General Services Administration or any clerical error other governmental agency, authority or omission within the same calendar month) as other regulatory body of the date so furnishedUnited States having authority to issue such a list, and(ii) the subject of proceedings under Federal Acquisition Regulation subpart 9.4 or any other provision of applicable law, as rule or regulation that could reasonably be expected to lead to Debarment or (iii) on the List of such date, no such document contains Contractors From Whom Certification is Required pursuant to 32 C.F.R. Part 173 (53 Fed. Reg. 42945) or on any untrue statement other list of contractors required to provide a material fact or omits to state a material fact necessary special certification in order to make connection with the statements contained therein, in the light award of the circumstances under which they were made, not misleadingdefense contracts.
(fi) All salesAt no time shall the outstanding amount of Third Party Payments, excise or other taxes with respect to the goods, insurance or services that are the subject Obligors of any Contract for a Receivable which have been paid when dueinstructed to remit payments to any of the Lock-Box Accounts, exceed $15,000,000.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Electronic Data Systems Corp /De/)
Representations and Warranties of the Collection Agent. The Collection Agent hereby represents and warrants as follows:
(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the 38 44 laws of its jurisdiction the State of incorporationDelaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool or on the Receivables Pool.
(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document documents to be delivered by it hereunder (i) are within the Collection Agent’s 's corporate powers, (ii) have been duly authorized by all necessary corporate action and action, (iii) do not contravene (1) the Collection Agent’s 's charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent or Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its propertyproperty or (4) any order, the violation of which could reasonably be expected to have Material Adverse Effect writ, judgment, award, injunction or decree binding on the collectibility of any Pool Receivable or on the performance of affecting the Collection Agent hereunderor its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. This agreement Agreement has been duly executed and delivered by the Collection Agent.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder other than those already obtained by the Collection Agenthereunder.
(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms terms, subject to bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws affecting creditors’ ' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) If The consolidated balance sheet of the Collection Agent is United Rentals or one and its consolidated Subsidiaries as at March 31, 2001, and the related consolidated statements of income and retained earnings of the Collection Agent and its Affiliatesconsolidated Subsidiaries for the fiscal year then ended, each Monthly Report, Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or report copies of which have been furnished or to be furnished at any time by or on behalf of United Rentals to the Administrative Agent, fairly present the Purchaser Agents, financial condition of the Investors or the Banks in connection with this Agreement is correct in all material respects Collection Agent and its consolidated Subsidiaries as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time promptly upon discovery of any clerical error or omission within date and the same calendar month) as results of the date so furnished, and, as operations of the Collection Agent and its consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since March 31, 2001 there has been no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, adverse change in the light business, operations, property or financial condition of the circumstances under which they were made, not misleadingCollection Agent and its consolidated Subsidiaries taken as a whole.
(f) All salesThere is no pending or, excise or other taxes with respect to the goodsknowledge of the Collection Agent, insurance threatened action or services that are proceeding against the subject 39 45 Collection Agent or any of its Subsidiaries before any Contract for court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent and its consolidated Subsidiaries taken as a whole or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.
(g) On the date of each purchase and reinvestment, the sum of the Receivable have been paid when dueInterests is not greater than 100%.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centex Construction Products Inc)
