Examples of Bergen Entity in a sentence
The Seller will perform, and will cause each other Bergen Entity and Significant Subsidiary to perform, all actions necessary to remain duly incorporated, validly existing and in good standing in its jurisdiction of incorporation and to maintain all requisite authority to conduct its business in each jurisdiction in which it conducts business except to the extent that such failure would not have a Material Adverse Effect.
Each of the Agent and the Purchaser Agents and their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of business with the Seller, any other Bergen Entity or any of their Affiliates and Wachovia may exercise or refrain from exercising its rights and powers as if it were not the Agent.
Each of the Seller and each Bergen Entity has filed all material tax returns and reports required by law to have been filed by it and has paid all material taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.
The Agent shall not have any obligation to any Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller, any other Bergen Entity or any of their Affiliates.
Since the last day of the fiscal year covered by the Applicable Financials, (x) there has been no material adverse change in the quality or collectibility of the Receivables, taken as a whole, or in the Seller's, Servicer's or Originator's financial condition, business, operations or prospects and (y) no material litigation, investigation or tax audits have commenced against any Bergen Entity.
The Seller will comply, and will cause each other Bergen Entity to comply, with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which such Person or any Receivable, any Related Security or Collection may be subject, except to the extent non-compliance would not have a Material Adverse Effect.
None of the Seller or any other Bergen Entity is in default of any contractual obligation or in violation of any order, rule or regulation of any Governmental Authority, which default or violation may result in a Material Adverse Effect.
All information furnished by the Seller, any other Bergen Entity or any Affiliate of any such Person to the Agent, any Purchaser Agent or any Purchaser in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in all material respects (and is not incomplete by omitting any information necessary to prevent such information from being materially misleading).
No approval, authorization or other action by, or filings with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by the Seller or any other Bergen Entity of any Transaction Document to which it is a party or any transaction contemplated thereby except with respect to UCC filings contemplated by the Transaction Documents.
The Seller will perform, and will cause each other Bergen Entity and the Collection Agent (if an Affiliate) to perform, its respective duties or obligations in accordance with the provisions of each of the Transaction Documents.