Affiliate Transferor definition
Examples of Affiliate Transferor in a sentence
The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of any Affiliate Transferor.
Any successor Collateral Agent shall be a state or national bank or trust company which is not an Affiliate of the Borrower or any Affiliate Transferor, and which is a Qualified Institution.
All Loans acquired by the Borrower shall be directly originated by the Borrower, acquired from an Affiliate Transferor pursuant to the applicable Transfer Agreement or acquired from an unaffiliated third party; it being understood and agreed that, for administrative convenience, Loans acquired by an Affiliate Transferor from Affiliates may be settled directly into the Borrower.
The Borrower has not purchased Collateral from an Affiliate unless it is from an Affiliate Transferor pursuant to a Transfer Agreement.
The Borrower has given reasonably equivalent value to the applicable Affiliate Transferor or the applicable third party seller of Collateral in consideration for the transfer to the Borrower of the Collateral, and no such transfer shall have been made for or on account of an antecedent debt, and no such transfer is or may be voidable or subject to avoidance under any Section of the Bankruptcy Code.
The Borrower will, at the Borrower’s expense, timely and fully perform and comply (or, by exercising its rights thereunder, cause any Affiliate Transferor to perform and comply pursuant to the applicable Transfer Agreement) with all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents and all other agreements related to such Collateral.
Subject to Section 15.05 below, to the extent that the Refinancing Third-Party Costs incurred by Transferee or its Affiliate are known and have or shall be paid on or prior to the Closing Date by Transferee or its Affiliate, Transferor shall reimburse Transferee for Transferor’s allocated share of such costs in accordance Section 15.08 below in immediately available funds.
The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of Maco, DutchCo, and the Affiliate Transferor.
The execution and delivery of this Agreement, and each of the Closing Documents, the performance by Sellers of their obligations hereunder or thereunder and the consummation of the transactions contemplated herein have been duly authorized by all corporate, shareholder, and other actions on the part of Sellers and any such Affiliate Transferor, as applicable, required by applicable law and their respective Organizational Documents.
None of the Sellers, Maco, DutchCo or any Affiliate Transferor, is or has at any time within the last 5 years been, or has received any notice that it is or has at any time within the last 5 years been, in violation of or in default under, in any material respect, any law or order applicable to any of them or any of their respective assets and properties.