Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (i) the Administrative Agent shall not have declared the Facility Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Facility Termination Date shall not have otherwise automatically occurred, in either event, in accordance with Section 9.01 of the Purchase Agreement; and (b) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. (c) The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
Appears in 1 contract
Sources: Receivables Sale and Servicing Agreement (Georgia Gulf Corp /De/)
Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:
(a) (i) the Administrative Purchaser Agent shall not have declared the Facility Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Facility Termination Date shall not have otherwise automatically occurred, in either event, in accordance with Section 9.01 8.01 of the Purchase Agreement; and
(b) each Originator the Transferors shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request.
(c) . The acceptance by any Originator Transferor of the Sale Price for any Sold Receivables and the contribution to Buyer by such Transferor of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator Transferor that the conditions precedent set forth in this Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.
Appears in 1 contract
Sources: Receivables Transfer and Servicing Agreement (Univision Holdings, Inc.)