Examples of Affiliate Transferor in a sentence
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 has not purchased Collateral from an Affiliate unless it is from an Affiliate Transferor pursuant to a Transfer Agreement.
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 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.
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.
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.
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.
Any Affiliate of a Shareholder who executes the Deed of Adherence shall be deemed to have undertaken, for the benefit of the other Parties, that if it ceases to be an Affiliate of the Affiliate Transferor, it shall promptly Transfer the Shares held by it to the Affiliate Transferor or any other Affiliate of the Affiliate Transferor prior to it ceasing to be an Affiliate of the Affiliate Transferor.
The records must be objective and document reasons for decisions.