Warehouse Agreement. The Lender shall have received this Warehouse Agreement, executed and delivered by a duly authorized officer of the Borrowers.
Warehouse Agreement. If COMPANY is not the Warehouse Provider, it must enter into a separate written agreement with the Warehouse Provider to remain effective concurrently with this Agreement ("Warehouse Agreement"). A sample warehouse agreement may be provided on the ECE or such other website as MS may designate. MS reserves the right to modify the sample warehouse agreement without notice to COMPANY. In the event of any inconsistencies between the sample warehouse agreement and this Schedule, the latter shall control.
(i) The Warehouse Agreement must require the Warehouse Provider to:
(A) Distribute Licensed Product only to VW OEM on behalf of COMPANY;
(B) Comply with obligations identical to those imposed on COMPANY by Section 2(c)(iii), 2(c)(iv), 2(l), 2(m), 2(p), 2(q), 2(r) and 9(c)(ii) of this Agreement;
(C) Report in real-time to COMPANY all pulls of Licensed Product from the Warehouse.
(D) Account for and reconcile all Licensed Products in inventory on a monthly basis, which shall include: - Beginning and ending COA inventory; - COAs received from COMPANY; - COA distribution to COMPANY or VW OEM; and - COAs that cannot be distributed for any reason.
(E) Maintain a log of each damaged or destroyed COA that includes the date damaged, or destroyed, Licensed Product name, COA range and cause of damage or destruction, and return each damaged COA to COMPANY.
(F) Report the reconciliation in Section (d)(i)(D) above to COMPANY on a monthly basis;
(G) Return, at Warehouse Provider's expense, Licensed Product (including COAs) and any copies thereof, to COMPANY as directed, within *** business days after cancellation or expiration of the Warehouse Agreement; and
(H) Provide access to the Warehouse to audit or inspection teams sent on behalf of MS or COMPANY. Such team may perform an audit of the Warehouse Provider's records, an inspection of the Warehouse and Warehouse procedures to determine compliance with the terms of this Schedule and the Warehouse Agreement.
(ii) The Warehouse Agreement must also:
(A) Expressly provide that MS is an intended third party beneficiary of the Warehouse Agreement; and (D) to pay MS' or COMPANY's attorneys' fees if COMPANY or MS employs attorneys to enforce any rights arising out of the Warehouse Agreement.
(B) Include the Warehouse Provider's consent to venue and jurisdiction exclusively in the federal courts within the State of Washington or the federal courts within the State of New York, or in the event there is no federal subject matter juris...
Warehouse Agreement. If Company is not the Warehouse Provider, it must enter into a separate written agreement with the Warehouse Provider to remain effective concurrently with this Agreement (“Warehouse Agreement”). A sample warehouse agreement may be provided on the ECE or such other website as MS may designate. MS reserves the right to modify the sample warehouse agreement without notice to Company. In the event of any inconsistencies between the sample warehouse agreement and this Schedule, the latter shall control.
(a) The Warehouse Agreement must require the Warehouse Provider to:
(1) Distribute Product only to VW OEM on behalf of Company;
(2) Comply with obligations identical to those imposed on Company by Sections 2(c)(3), 2(c)(4), 2(l) (IP Notices), 2(m) (Logos), 2(p) (No Representations for MS), 2(q), 2(r) and 9(c)(2) of this Agreement;
(3) Report monthly to Company all pulls of Product from the Warehouse;
(4) Account for and reconcile all Products in inventory on a monthly basis, which shall include:
(i) Beginning and ending COA inventory;
(ii) COAs received from Company;
(iii) COA distribution to Company or VW OEM; and
(iv) COAs that cannot be distributed for any reason.
(5) Maintain a log of each damaged or destroyed COA that includes the date damaged, or destroyed, Product name, COA number and cause of damage or destruction, and return each damaged COA to Company;
(6) Report the reconciliation in Section (4)(a)(4) above to Company on a monthly basis;
Warehouse Agreement. Evidence that, after giving effect to the issuance of the Notes on the Closing Date, (A) all amounts outstanding under the Warehouse Agreement and all other Loan Documents (as defined in the Warehouse Agreement) have been repaid in full, (B) the Notes (as defined in the Warehouse Agreement) and any other notes or instruments referred to in such Loan Documents have been repaid in full and cancelled, (C) such Loan Documents have been terminated and are no longer in effect, and (D) all Liens securing obligations thereunder shall have been released.
Warehouse Agreement. The Authorized Participant shall enter into, or cause its designated agent or nominee to enter into, a Warehouse Agreement with the Warehouse-keeper (an “Authorized Participant’s Warehouse Agreement”). [To the extent that such Authorized Participant’s Warehouse Agreement is entered into by the Authorized Participant’s designated agent or nominee, the Authorized Participant agrees that it shall be liable [to the Warehouse-keeper] for the agent’s or nominee’s performance and obligations under such agreement.]
Warehouse Agreement. Parent shall provide financing to the Acquired Division in accordance with the Warehouse Agreement.
Warehouse Agreement. Exhibit F to the Purchase Agreement is hereby deleted and replaced with “[Intentionally deleted.]”. Section 2.02(a)(iv) and Section 2.02(b)(v) to the Purchase Agreement are each hereby deleted and replaced with “[Intentionally deleted.]”.
Warehouse Agreement. The Purchaser and Kenco will enter into the Warehouse Agreement attached as Exhibit I.
Warehouse Agreement. At the request of the Company or the Agent, the Servicers shall provide such with copies of all documentation and other data then held by either Servicer relating to such maintenance and payment of reimbursable expenses.
Warehouse Agreement. The Company covenants that it will not amend, supplement or modify any Loan Document in any way that materially alters either Servicer’s rights or obligations hereunder or has any material adverse affect on either Servicer’s indemnity rights under the Warehouse Agreement without the prior written consent of such Servicer, it being agreed that any such amendment, supplement or modification in violation hereof shall be void and of no effect with respect to either Servicer’s rights and obligations hereunder or under the Warehouse Agreement.
