Examples of Affiliate Transferor in a sentence
The Borrower has not purchased Collateral from an Affiliate unless it is from an Affiliate Transferor pursuant to a Transfer Agreement.
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.
All leases of properties or assets included in the Purchased Assets are valid, subsisting and effective in accordance with their respective terms, and Seller or the applicable Affiliate Transferor enjoys peaceful possession of all such properties and assets.
Maco, DutchCo and Affiliate Transferor have good and valid title to the leasehold estates under, and good and valid interest in, the Leased Real Property free and clear of all Liens other than Permitted Liens.
The Affiliate Transferor, with respect to the Licensed Business, is not in violation in any material respect of any visa or quota restrictions under any trade agreements, including, without limitation, the Multifiber Arrangement or other arrangements under the General Agreement on Tariffs and Trade.
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 shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of any Affiliate Transferor.
With respect to the Licensed Businesses, Affiliate Transferor’s payment of all tariffs and duties are current in all jurisdictions, and Affiliate Transferor does not owe any tariffs or duties other than those incurred in the ordinary course of business (a) under any trade agreements; and (b) to any customs services.
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.
With respect to any assignment, transfer, conveyance or delivery of Affiliate Assets to Buyer at the Closing, Seller shall cause each Affiliate Transferor to execute and deliver to Buyer, and Buyer shall execute and deliver to the applicable Affiliate Transferor, deeds, instruments of xxxx of sale and general assignments of assets and assumptions of liabilities to consummate the Affiliate Conveyance in customary form reasonably acceptable to the parties thereto (the “Affiliate Conveyance Agreements”).