Conditions Precedent to All Purchases. The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.
Appears in 3 contracts
Sources: Master Loan Sale Agreement (Golub Capital BDC 4, Inc.), Master Loan Sale Agreement (GOLUB CAPITAL BDC, Inc.), Master Loan Sale Agreement (Golub Capital Private Credit Fund)
Conditions Precedent to All Purchases. The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation obligations of the Buyer to purchase Purchase the Collateral Assets from the Intermediate Seller Originator on any Purchase Date (including the initial Purchase Date) shall be subject to the satisfaction of the following conditions precedent that:
(ia) all representations and warranties (A) of the Seller Originator contained in Sections 4.01 and 4.02 and (B) of with respect to the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Assets being Purchased on such Purchase Date shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andday;
(iib) the Seller Originator shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List Asset Schedule that is true, accurate and complete in all respects as of the related such Purchase Date;
(c) on and as of such Purchase Date, which list the Originator shall have performed all of the covenants and agreements required to be as of performed by it on or prior to such date incorporated into and made a part pursuant to the provisions of this Agreement Agreement; and
(d) no Applicable Law shall prohibit or enjoin, and an assignment substantially no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the form of Exhibit A hereto, as applicableprovisions hereof.
Appears in 2 contracts
Sources: Master Sale and Contribution Agreement (TPG Specialty Lending, Inc.), Master Sale and Contribution Agreement (TPG Specialty Lending, Inc.)
Conditions Precedent to All Purchases. The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation obligations of the Buyer to purchase the Collateral Purchase any Transferred Asset from the Intermediate Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that:
(ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, with respect to such Transferred Asset shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andday;
(iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all material respects as of the related Purchase Date, which list shall be ;
(c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it with respect to such Transferred Asset on or prior to such date incorporated into and made a part in accordance with the provisions of this Agreement Agreement; and
(d) no Applicable Law shall prohibit or enjoin, and an assignment substantially no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the form of Exhibit A hereto, as applicableprovisions hereof.
Appears in 1 contract
Sources: Loan Sale and Contribution Agreement (OFS Capital Corp)
Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that:
(i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and;
(ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto;
(iii) on and as of such Purchase Date, as applicablethe Seller shall have performed all of the obligations, covenants and agreements required to be performed by it with respect to the related Collateral on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Buyer’s ownership interest in the related Collateral Obligations have been duly filed; and
(iv) such Purchase Date occurs during the Reinvestment Period.
Appears in 1 contract
Sources: Loan Sale and Contribution Agreement (Monroe Capital Income Plus Corp)