Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Agent, or any other Investor Party of their respective rights hereunder shall not relieve the Seller from such obligations and (ii) pay when due any sales or analogous taxes that are required to be paid by it, including any sales or analogous taxes payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled), other than any sales or analogous taxes that are being contested in good faith by applicable proceedings and for which the Seller had maintained adequate reserves in accordance with GAAP. None of the Investor Parties shall have any obligation or liability with respect to any Support Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Servicer or any Originator thereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)
Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform in all of material respects its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Investor Purchaser Party of their respective rights hereunder shall not relieve the Seller from such obligations and (ii) pay or cause to be paid when due any sales taxes, excise tax, personal property tax or analogous similar taxes that are required to be paid by it, including any sales or analogous taxes payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled), other than any sales or analogous taxes that are being contested in good faith and timely file all such tax returns required to be filed by applicable proceedings and for which the Seller had maintained adequate reserves in accordance with GAAPit. None of the Investor Purchaser Parties shall have any obligation or liability with respect to any Support Supporting Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Servicer or any Originator thereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Mativ Holdings, Inc.)
Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Investor Purchaser Party of their respective rights hereunder shall not relieve the Seller from such obligations and (ii) pay when due any sales or analogous taxes that are required to be paid by ittaxes, including any sales or analogous taxes payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled)satisfaction, other than any sales or analogous except to the extent that such taxes that are being contested in good faith by applicable proceedings and for which the Seller had appropriate reserves have been maintained adequate reserves in accordance with GAAP. None of the Investor Purchaser Parties shall have any obligation or liability with respect to any Support AssetsSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Servicer or any Originator thereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Newell Brands Inc.)
Responsibilities of the Seller. (ab) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Investor Purchaser Party of their respective rights hereunder shall not relieve the Seller from such obligations and obligations, (ii) pay when due any sales or analogous taxes that are required to be paid by itmaterial taxes, including any sales or analogous taxes taxes, to the extent payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled), other than any sales or analogous except to the extent that such taxes that are being contested in good faith by applicable proceedings and for which the Seller had appropriate reserves have been maintained adequate reserves in accordance with GAAPGAAP and (iii) timely file all material tax returns required to be filed by it with respect to the Pool Receivables. None of the Investor Purchaser Parties shall have any obligation or liability with respect to any Support Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Servicer or any Originator thereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Investor Purchaser Party of their respective rights hereunder shall not relieve the Seller from such obligations and (ii) pay or cause to be paid when due any sales tax, excise tax, personal property tax or analogous similar taxes that are required to be paid by it, including any sales or analogous taxes payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled), other than any sales or analogous except to the extent that such taxes that are being contested in good faith by applicable proceedings and for which the Seller had appropriate reserves have been maintained adequate reserves in accordance with GAAP. None of the Investor Purchaser Parties shall have any obligation or liability with respect to any Support AssetsSold Assets or Seller Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Master Servicer or any Originator thereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Gray Television Inc)
Responsibilities of the Seller. (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Investor Purchaser Party of their respective rights hereunder shall not relieve the Seller from such obligations and obligations, (ii) pay when due any sales or analogous taxes that are required to be paid by itmaterial taxes, including any sales or analogous taxes taxes, to the extent payable in connection with the Pool Receivables and their creation and satisfaction (not otherwise paid or settled), other than any sales or analogous except to the extent that such taxes that are being contested in good faith by applicable proceedings and for which the Seller had appropriate reserves have been maintained adequate reserves in accordance with GAAPGAAP and (iii) timely file all material tax returns required to be filed by it with respect to the Pool Receivables. None of the Investor Purchaser Parties shall have any obligation or liability with respect to any Support Assets, nor shall any of them be obligated to perform any of the obligations of the Seller, the Transferor, the Servicer or any Originator thereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)