Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following: (a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Executed counterparts of the Receivables Subsidiary Agreement. (e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets. (f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement. (g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office. (h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name ▇▇▇▇▇, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)). (i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above). (j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement. (k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing. (l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters. (m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business. (n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement. (o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer UGI authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerUGI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateUGI.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer UGI certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerUGI, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerUGI, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicablesuitable for filing, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, UGI and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, UGI or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name ▇▇▇▇▇, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause Assets.
(g)) Copies of executed Lock-Box Agreements with each Lock-Box Bank (to be delivered within 30 days of the Closing Date).
(ih) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Seller, the Originators Originator and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Ugi Corp /Pa/), Receivables Purchase Agreement (Ugi Corp /Pa/)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name ▇▇▇▇▇, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Kelly Services Inc), Receivables Purchase Agreement (Kelly Services Inc)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(g) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictions, that name ▇▇▇▇▇, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Kelly Services Inc)
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Seller and the Servicer Originator authorizing the execution, delivery and performance by the Seller, such the Originator and the Servicer▇▇▇▇▇▇▇▇▇, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state▇▇▇▇▇▇▇▇▇.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Seller and the Servicer Originator certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the Servicer▇▇▇▇▇▇▇▇▇, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the Servicer▇▇▇▇▇▇▇▇▇, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, ▇▇▇▇▇▇▇▇▇ and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, ▇▇▇▇▇▇▇▇▇ or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name ▇▇▇▇▇, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(ig) Copies of executed Lock-Box Agreements with each Lock-Box Bank.
(h) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPof: (i) Dechert, counsel for the Seller, the Originators Originator, and the Servicer, and/or and (ii) in-house counsel for the Seller, the Originators Originator, and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Carpenter Technology Corp)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor duly authorized and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office; other than the UCC-3 financing statements to be filed with respect to the Credit Agreement on the Closing Date, with respect to which copies in a form suitable for filing shall be sufficient.
(hf) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictionsthe applicable jurisdictions of organization, and that name ▇▇▇▇▇VWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (ge)).
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Seller, the Originators and the Servicer, and/or local or in-house counsel for the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability mattersmatters (including the Investment Company Act), true sale and non-consolidation issues, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (hf) above and the officer’s certificate referred to in clause (ed) above).
(jh) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this Agreement.
(ki) A pro forma An Information Package representing the performance as of the Receivables Pool for last day of the most recently completed Fiscal Month before closingMonth.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(mk) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(nl) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(om) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pn) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase purchase under this the Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: Certified copies of (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Servicer and the Servicer each Originator authorizing the execution, delivery delivery, and performance by the Seller, such Originator the Servicer and the Servicer, as Originator of the case may be, of this Agreement and the other Transaction Documents to which it is they are a party; , (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, the Servicer and each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateOriginator.
(c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Originators Servicer and the Servicer each Originator certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, the Servicer and an Originator or in form and substance satisfactory to the Servicer, as the case may beAgent, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the ServicerServicer and an Originator, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, Copies of proper financing statements, that have been duly filed executed on or before the Initial Closing Date date of such initial purchase under the UCC of all jurisdictions that the Administrator Agent may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) Purchaser contemplated by this the Agreement and other Transaction Documents in the Sale Agreementform satisfactory for filing.
(ge) Acknowledgment copies, or time stamped receipt copies, Copies of proper financing statements, if any, duly filed that have been executed on or before the Initial Closing Date under the UCC date of all jurisdictions that the Administrator may deem reasonably such initial purchase if any, necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Seller in the form satisfactory for filing.
(f) Completed UCC requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (e) above and all other effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any applicable secretary of state UCC filing officethe Receivables, Contracts or Related Security.
(g) Copies of executed (i) Lock-Box Agreements with the Lock-Box Banks, (ii) the Collection Account Agreement with the Collection Account Bank, and (iii) the Liquidation Account Agreement with the Liquidation Account Bank.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary Favorable opinions of state in all such state jurisdictions, that name ▇▇▇▇▇, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, L.L.P., counsel for the Seller, the Originators and the Servicer, and/or in-house the Performance Guarantor and (ii) counsel for Seller, the Originators and Imperial in form and substance acceptable to the Servicer, covering Agent and as to corporate and such other matters as the Administrator or any Purchaser Agent may reasonably request.
(i) Favorable opinions of (i) ▇▇▇▇▇ & ▇▇▇▇▇, includingL.L.P. counsel for the Seller and Imperial, without limitation, organizational and enforceability matters, certain (ii) counsel for the Originators substantially in form of any substance acceptable to the Agent and as to bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) a pro-forma Servicer Report.
(k) Evidence (i) of the execution and delivery by each of the parties thereto of the Purchase and Contribution Agreement and all documents, agreements and instruments contemplated thereby (which evidence shall include copies, either original or facsimile, of each of such documents, instruments and agreements), (ii) that each of the conditions precedent to the execution and delivery of the Purchase and Contribution Agreement has been satisfied to the Agent's satisfaction, and (iii) that the initial purchases under the Purchase and Contribution Agreement have been consummated.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; including any such costs, fees and expenses arising under or referenced in Section 5.4.
(m) The Fee Letter between the Seller and the Agent contemplated by Section 1.5.
(n) Good standing certificates with respect to the Seller, each Originator and the Servicer issued by the Secretaries of State of the States of such Person's organization and principal place of business.
(o) Satisfactory results of a review, field examination review and audit (performed by representatives of the AdministratorAgent) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kp) A pro forma Information Package representing the performance [Intentionally omitted]
(q) Written approval of the Receivables Pool for Facility by the Fiscal Month before closingBank of Montreal and ▇▇▇▇▇▇ Trust and Savings Bank.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pr) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Imperial Sugar Co /New/)
Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:
(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor duly authorized and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) contemplated by this Agreement and the Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office; other than the UCC-3 financing statements to be filed with respect to the Credit Agreement on the Closing Date, with respect to which copies in a form suitable for filing shall be sufficient.
(hf) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary of state in all such state jurisdictionsthe applicable jurisdictions of organization, and that name ▇▇▇▇▇VWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (ge)).
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Seller, the Originators and the Servicer, and/or in-house counsel for the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (hf) above and the officer’s certificate referred to in clause (ed) above).
(jh) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase Purchase under this Agreement.
(ki) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(mk) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(nl) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(om) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(pn) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Seller and the Servicer Originator authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerC▇▇▇▇▇▇▇▇, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateC▇▇▇▇▇▇▇▇.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Seller and the Servicer Originator certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerC▇▇▇▇▇▇▇▇, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerC▇▇▇▇▇▇▇▇, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, C▇▇▇▇▇▇▇▇ and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, C▇▇▇▇▇▇▇▇ or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name ▇▇▇▇▇, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(ig) Copies of executed Lock-Box Agreements with each Lock-Box Bank.
(h) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPof: (i) Dechert, counsel for the Seller, the Originators Originator, and the Servicer, and/or and (ii) in-house counsel for the Seller, the Originators Originator, and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(ji) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(kj) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month calendar month before closing.
(lk) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(l) The Fee Letter duly executed by the Seller and the Servicer.
(m) Good standing certificates with respect to each of the Seller, the Originators Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formation and principal place of business.
(n) To The Liquidity Agreement and all other Transaction Documents duly executed by the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreementparties thereto.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Carpenter Technology Corp)
Conditions Precedent to Initial Purchase. The initial Purchase purchase under this the Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent:
(a) A counterpart Counterparts of this Agreement the Agreement, the Fee Letter and the other Transaction Documents duly executed Documents, signed by the parties thereto.
(b) Copies of: Certified copies of (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Servicer and the Servicer Originators authorizing the execution, delivery delivery, and performance by the Seller, such Originator the Servicer and the Servicer, as Originators of the case may be, of this Agreement and the other Transaction Documents to which it is they are a party; , (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws (or other constituent documents) of the Seller, each Originator the Servicer and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateOriginators.
(c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Originators Servicer and the Servicer Originators certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator or the Servicer, as Servicer and the case may beOriginators in form and substance satisfactory to the Agent, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the ServicerServicer and the Originators, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper UCC financing statements, duly filed on or before the Initial Closing Date date of such initial purchase under the UCC of all jurisdictions that the Administrator Agent may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) Purchaser contemplated by this the Agreement and the Sale Agreementother Transaction Documents.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper UCC financing statements, if any, duly filed on necessary to release or before assign to the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release Purchaser all security interests and other rights of any Person in the Receivables (other than Excluded Receivables), Contracts or Related Security previously granted by the Originators Seller or any Originator.
(f) Completed UCC requests for information, dated on or before the date of such initial purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Seller or any Originator as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any applicable secretary of state UCC filing officethe Receivables, Contracts or Related Security.
(g) Copies of executed (i) Lock-Box Agreements with the Lock-Box Banks and (ii) the Collection Account Agreement with the Collection Account Bank.
(h) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Initial Closing Date, listing all financing statements filed with the secretary Favorable opinions of state in all such state jurisdictions, that name ▇▇▇▇▇, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g)).
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, in form and substance acceptable to the Agent, as to corporate, enforceability, UCC and such other matters (including absence of conflict with the Credit Agreement) as the Agent may reasonably request.
(i) Favorable opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Sellerin form and substance acceptable to the Agent, the Originators as to true sale and the Servicer, and/or innon-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability consolidation matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this AgreementA pro-forma Monthly Report.
(k) A pro forma Information Package representing the performance Evidence (i) of the Receivables Pool for execution and delivery by each of the Fiscal Month before closingparties thereto of the Purchase and Sale Agreement and all documents, certificates (including, if applicable, the certificate referred to in Section 4.1(i) of the Purchase and Sale Agreement), agreements and instruments contemplated thereby (which evidence shall include copies, either original or facsimile, of each of such certificates (including the certificate referred to in Section 4.1(i) of the Purchase and Sale Agreement), documents, instruments and agreements), (ii) that each of the conditions precedent to the execution and delivery of the Purchase and Sale Agreement has been satisfied to the Agent’s satisfaction, and (iii) that the initial purchases under the Purchase and Sale Agreement have been consummated.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those the “Structuring Fee” contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters5.4.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary Secretaries of State (or similar officialcomparable office) of the state States of each such Person’s organization or formation and principal place of businessorganization.
(n) To In the extent required by each Conduit Purchaser’s commercial paper programevent that any lender, letters from each purchaser or agent under any debt or purchase facility to which an Originator or the Servicer is a party must consent to the execution, delivery or performance of the rating agencies then rating Transaction Documents by such Conduit Purchaser’s Notes confirming Originator or the rating of such Notes after giving effect Servicer, or to the transaction consummation of any of the transactions contemplated by this Agreementthereby, evidence that such consent has been obtained.
(o) A computer file containing all information Internal credit approval of NORD/LB with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably requesttransactions contemplated hereby.
(p) Confirmation from the Rating Agencies to the effect that the Purchaser’s entry into this Agreement will not result in a reduction of the ratings of such Notes.
(q) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. In addition, the initial purchase under the Agreement is subject to the condition precedent that the Agent shall be satisfied with its due diligence with respect to the Seller, the Servicer and the Originators.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Originator and the Servicer UGI authorizing the execution, delivery and performance by the Seller, such the Originator and the ServicerUGI, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateUGI.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer UGI certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an the Originator or the ServicerUGI, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such the Originator or the ServicerUGI, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇▇▇▇ and the Seller certifying that there are no effective Proper financing statements (that have not been terminated or released as described other instrument similar in clause (g) below) filed in any local jurisdictions that name any Originator or the Sellereffect, as applicablesuitable for filing, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller Seller, UGI and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Purchase and Sale Agreement.
(ge) Acknowledgment copiesProper financing statements or other instrument similar in effect, or time stamped receipt copies, of proper financing statementssuitable for filing, if any, duly filed on or before the Initial Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator, UGI or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name ▇▇▇▇▇, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (g))Assets.
(i) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for Seller, the Originators and the Servicer, and/or in-house counsel for Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(j) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this Agreement.
(k) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closing.
(l) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.
(m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request.
(p) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator:
(a) A counterpart of this the Agreement and the other Transaction Documents duly executed by the parties thereto.
(b) Copies Certified copies of: (i) the resolutions of the board Board of directors or board of managers Directors of each of the Seller, the Originators Seller and the Servicer Originator authorizing the execution, delivery and performance by the Seller, such Originator Seller and the ServicerOriginator, as the case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of incorporation and by-laws or limited liability company agreement, as applicable, of the Seller, each Originator Seller and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of stateOriginator.
(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators Originator and the Servicer Church & Dwight certifying the names and true signatures of its officers who are authorized ▇▇▇▇▇▇ized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an Originator the Originator, or the ServicerChurch & Dwight, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the ▇▇ ▇▇▇ last such certificate delivered to it by the Seller, such Originator the Originator, or the ServicerChurch & Dwight, as the case may be.
(d) Executed counterparts of the Receivables Subsidiary Agreement.
(e) A certificate of an officer of each of ▇▇Proper financing statements, d▇▇▇ and the Seller certifying that there are no effective financing statements (that have not been terminated ▇▇ecuted or released as described in clause (g) below) filed in any local jurisdictions that name any Originator or the Seller, as applicable, as debtor and show any Adverse Claim on any Pool Assets.
(f) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed otherwise authenticated on or before the Initial Closing Date date of such initial purchase suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchasers) Issuer contemplated by this the Agreement and the Sale Agreement.
(ge) Acknowledgment copies, or time stamped receipt copies, of proper Proper financing statements, if anystatements (Form UCC-3), duly filed on executed or before the Initial Closing Date otherwise authenticated and suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably deem, if any, necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators Originator or the Seller in any applicable secretary of state UCC filing officeSeller.
(hf) Completed UCC search reports from all applicable state jurisdictionsreports, dated on or shortly before the Initial Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in all such state jurisdictions, applicable jurisdictions referred to in subsection (e) above that name ▇▇▇▇▇, the Originators Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports from all applicable jurisdictions with respect to judgmentjudgment liens, taxfederal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than such Adverse Claims as to which those which have been released as described financing statements (Form UCC-3) referred to in the preceding clause Subsection (g))e) above shall terminate.
(ig) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator Administrator, of: (i) Gibson, Dunn & Crutcher LLP, counsel for the Seller, the Originator, and each Purchaser Agent, of ▇▇▇ ▇er▇▇▇▇▇ & ▇▇▇▇r, ▇▇▇ LLP, counsel for Seller, the Originators and the Servicer, and/or (▇▇) in-house counsel for the Seller, the Originators Originator and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (h) above and the officer’s certificate referred to in clause (e) above).
(jh) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under this the Agreement.
(ki) A pro forma Information Package representing the performance of the Receivables Pool for the Fiscal Month before closingDecember, 2002.
(lj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the applicable Purchaser Group Fee LettersLetter.
(mk) The Fee Letter duly executed by the Seller and the Servicer.
(l) Good standing certificates with respect to each of the Seller, the Originators Originator, and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formation and principal place of businesschief executive office.
(m) The Liquidity Agreement and all other Transaction Documents duly executed by the parties thereto.
(n) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement.
(o) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request.
(po) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Church & Dwight Co Inc /De/)