Examples of PARCO Asset Purchase Agreement in a sentence
Each of the parties hereto hereby acknowledges and consents to any and all Chase Roles, waives any objections it may have to any actual or potential conflict of interest caused by Chase's acting as the PARCO Group Agent or as a PARCO APA Bank under the PARCO Asset Purchase Agreement and acting as or maintaining any of the Chase Roles, and agrees that in connection with any Chase Role, Chase may take, or refrain from taking, any action which it in its discretion deems appropriate.
The Initial Purchasers' (and, following an occurrence of a PARCO Wind-Down Event but subject to Section 2.2 of the PARCO Asset Purchase Agreement, the PARCO APA Banks') aggregate undivided percentage ownership interest in the Receivables, together with the Related Security, the Required Currency Hedge, Collections and Proceeds with respect thereto, shall equal the Percentage Factor in effect from time to time.
The effectiveness of this Amendment is subject to the following conditions precedent: (a) this Amendment has been duly executed and delivered by each of the parties listed on the signature pages hereto; and (b) the parties to each of the DFC Asset Purchase Agreement and the PARCO Asset Purchase Agreement shall execute and deliver an amendment to such agreement to increase the maximum liquidity purchase thereunder, by an amount necessary to give effect to the Extraordinary Note Purchases.
No delay on the part of the Initial Purchasers, the APA Banks, the Administrative Agent or the Funding Agents in exercising any of their respective rights, remedies, powers and privileges under the Receivables Transfer Agreement, Receivables Purchase Agreement or PARCO Asset Purchase Agreement or partial or single exercise thereof, shall constitute a waiver thereof.
NFC acknowledges that NFRRC shall, pursuant to the Transfer and Administration Agreement, sell Receivables to the Purchaser and assign its rights hereunder to the Purchaser, subject to the terms and conditions of the Transfer and Administration Agreement, and that the Purchaser may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement pursuant to the PARCO Asset Purchase Agreement.
The representations, warranties and covenants of NFC set forth in Article III and Article V of this Agreement shall remain in full force and effect and shall survive the Closing Date, the closing under the Transfer and Administration Agreement and any transfer of the Receivables and the Related Security pursuant to the PARCO Asset Purchase Agreement.
Each Person that is a purchaser or participant under the PARCO Asset Purchase Agreement, or which otherwise becomes a party to the PARCO Asset Purchase Agreement as an APA Bank, shall, prior to the effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the forms and statements required pursuant to this Section 8.2(b).
None of the terms and conditions of this Amendment may be changed, waived, modified or varied in any manner, whatsoever, except in accordance with the Receivables Transfer Agreement, the Receivables Purchase Agreement and the PARCO Asset Purchase Agreement, as applicable.
Following any assignment of any portion of the Transferred Interest to a PARCO APA Bank pursuant to the PARCO Asset Purchase Agreement, the PARCO Funding Agent shall, on each Business Day, calculate PARCO's and each applicable PARCO APA Bank's pro rata interest in the Percentage Factor, based on the PARCO Purchase Limit and the PARCO APA Bank Commitment, and regularly report thereon to PARCO and the PARCO APA Banks (with copies thereof to the Transferor and Administrative Agent).