Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing Agreement was subject to the following conditions precedent: (a) the Agent, on the Purchaser's behalf, shall have received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Agent: (i) The Sale Agreement, duly executed by the parties thereto; (ii) A certificate of the Secretary or Assistant Secretary of each Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii)); (iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party; (iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located; (v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets; (vi) Search reports provided in writing to the Agent, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (vii) Evidence that the Seller Notes have been duly executed and delivered by the Seller; (viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii); (ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, as to (x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; and
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cadmus Communications Corp/New)
Conditions Precedent to Initial Purchase. The initial This Amended and Restated Trade Receivables Purchase pursuant to and Sale Agreement shall become effective upon, and only upon, the Existing Agent's receipt of (i) counterparts of this Agreement was subject to executed by the following conditions precedent:
(a) Seller, the Collection Agent, the Investor and the Agent, on (ii) payment of the Purchaser's behalf"Administrative Fee" and the -26- 27 "Investor Investment Fee" under and as defined in the Original Seller Agreement, shall have receivedaccrued to and including the Effective Date (as defined below), on or before and (iii) the date of such initial Purchasefollowing, the following each (unless otherwise indicated) dated, or dated as of or effective as of, February 12, 1997 (such date and being the "Effective Date"), in form and substance reasonably satisfactory to the Agent:
(ia) The Certificate, executed by the Seller;
(b) The Contribution and Sale Agreement, duly executed by the parties thereto;
(ii) A certificate of the Secretary or Assistant Secretary of each Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement Dial and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the AgentSeller, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));together with:
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper Proper financing statements (Form UCC-1)) naming Dial, in such form as seller, the Seller, as purchaser, and the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as to be filed within 10 days following the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereofEffective Date, or other, other similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the sale Seller's interests created or purported to be created by each Originator to the Seller of, Contribution and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related AssetsSale Agreement;
(viii) Search reports provided Acknowledgment copies or stamped receipt copies of proper Financing Statements (Form UCC-3), if any, necessary to release all security interests and similar rights of any Person in writing the Receivables, Related Security, Collections or Contracts previously granted by Dial;
(iii) Completed requests for information, dated a date reasonably near to the AgentEffective Date, on the Purchaser's behalf, (i) listing all effective financing statements that which name Dial (under its present name and any Seller Party previous names) as debtor or seller and that which are filed in the jurisdictions in which filings were made pursuant to subsection (vc)(i) above and in such other jurisdictions that the Agent shall reasonably requestor (c)(ii) above, together with copies of such financing statements (none of which (other than any of the financing statements described in which, except those filed pursuant to subsection (vc)(i) above) above and except those filed pursuant to the Original Seller Agreement, shall cover any Receivables Receivables, Related Security, Collections or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;Contracts); and
(viiiv) Evidence that The Consent and Agreement with respect hereto and to the Seller Notes have been Certificate, the Participant Agreement and the "Certificate" thereunder, duly executed and delivered by the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andDial.
Appears in 1 contract
Sources: Trade Receivables Purchase and Sale Agreement (Dial Corp /New/)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing of Receivable Interests under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Secondary Purchasers shall have received, received on or before the date of such initial PurchasePurchase the following, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Secondary Purchasers and the Administrative Agent:
(ia) The Sale Agreement, duly executed by the parties thereto;
(ii) A certificate Certificates of the Secretary or Assistant Secretary of the Seller and each Seller Party Originator certifying the names and true signatures of the their respective officers authorized on its behalf to sign this Agreement Agreement, the Certificates and the other Transaction Documents documents to be delivered by it them hereunder or in connection herewith, evidence of corporate authorization of the transactions contemplated hereby, the articles of incorporation (on which certificate the Agent attached and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly appropriately certified by the Secretary of State Corporation Commission of the Commonwealth Seller's and each Originator's jurisdiction of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of incorporation) and the by-laws and all amendments thereto of the Seller and each Originator.
(b) Executed financing statements (including any assignments of and amendments to financing statements previously filed), to be filed on or before the date of such Seller Party, duly certified by initial Purchase under the Secretary UCC of all jurisdictions that the Secondary Purchasers or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(v) Acknowledgment copies (Administrative Agent may deem necessary or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of desirable in order (i) proper financing statements (Form UCC-1), in such form as to perfect the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, ownership interests contemplated by this Agreement and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale ownership interests of the Seller in the receivables purchased by each Originator the Seller from the Originators pursuant to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;Transfer Agreements.
(vic) Search reports provided in writing Executed UCC termination statements, if any, necessary to the Agent, on the Purchaser's behalf, (i) listing release all effective financing statements that name security interests and other rights of any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which Person (other than the Purchasers and the Secondary Purchasers) in the Receivables, Contracts or Related Security previously granted by the Seller or any Originator.
(d) Evidence (including Uniform Commercial Code search reports) that all Receivables and all proceeds thereof are free and clear of liens, security interests, claims and encumbrances other than those held by the Purchasers and the Secondary Purchasers.
(e) An executed Transfer Agreement and Consent and Acknowledgment from each Originator.
(f) [Notices, in form and substance satisfactory to the Secondary Purchasers, to the Lock-Box Banks with respect to the interest of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above Purchasers in the jurisdictions described therein and showing no such Liens;
(vii) Evidence that the Seller Notes have been duly executed and delivered by the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andReceivables.]
Appears in 1 contract
Sources: Receivables Purchase Agreement (Georgia Pacific Corp)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing Agreement hereunder was subject to the following conditions precedent:
(a) precedent that the Agent, conditions precedent to the initial "Purchase" under the Ciesco Agreement were satisfied on or prior to the Purchaser's behalf, shall have received, date of such ▇▇▇▇hase and that the Agent received on or before the date of such initial PurchasePurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Agent:
(ia) The Sale Agreement, duly executed by the parties thereto;Original Certificate.
(iib) Certified copies of the resolutions of the Board of Directors of the Seller approving the Original Agreement and the Original Certificate, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Original Agreement and the Original Certificate.
(c) A certificate of the Secretary or Assistant Secretary or General Counsel of each the Seller Party certifying the names and true signatures of the officers of the Seller authorized on its behalf to sign this the Original Agreement and the Original Certificate and the other Transaction Documents documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));thereunder.
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vd) Acknowledgment copies (or other evidence stamped receipt copies of filing reasonably acceptable to proper financing statements, duly filed on or before the Agent, on behalf date of the Secured Parties,) of (i) proper financing statements (Form UCC-1)initial Purchase, in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions that the Agent deemed necessary or desirable in order to perfect the sale ownership interests created by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;Original Agreement.
(vie) Search reports provided Acknowledgment copies or stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in writing the Receivables, Contracts or Related Security previously granted by the Seller.
(f) Completed requests for information, dated on or before the date of the initial Purchase, listing the financing statements referred to the Agent, on the Purchaser's behalf, in subsection (id) listing above and all other effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions referred to in which filings were made pursuant to subsection (vd) above and in such other jurisdictions that named the Agent shall reasonably requestSeller as debtor, together with copies of such other financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall were to cover any Receivables Receivables, Contracts or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;Security).
(vii) Evidence that the Seller Notes have been duly executed and delivered by the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ixg) A favorable opinion of Thomas J. Pitner, Esq., Vice President and General Counsel ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.
(h) A favorable opinion of Kaye, Scholer, Fierman, Hays & Valentine, L.L.P.Handler, counsel to for the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andAge▇▇.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Ies Utilities Inc)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing this Agreement was is subject to the following conditions precedent:
(a) the Agent, on the Purchaser's behalf, shall have received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Agent:
(i) The Sale Agreement, duly executed by the parties thereto;
(ii) A certificate of the Secretary or Assistant Secretary of each Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent Agent, on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party Party, issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;
(vi) Search reports provided in writing to the Agent, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;
(vii) Evidence that the Seller Notes have been duly executed and delivered by the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; and
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cadmus Communications Corp/New)
Conditions Precedent to Initial Purchase. from the Original Sellers Under the Original PCA. The initial Purchase pursuant to of Receivables from the Existing Agreement Original Sellers under the Original PCA was subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Purchaser shall have received, received on or before the date of such initial PurchaseInitial Purchase Date the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the AgentPurchaser:
(ia) The Sale Agreement, duly executed A copy of the resolutions adopted by the parties theretoBoard of Directors of each Original Seller authorizing specified officers of such Seller to enter into, and to perform all necessary actions in connection with, the Original PCA and the transactions contemplated by the Original PCA, certified by such Seller's Secretary or Assistant Secretary;
(iib) A certificate of the Secretary or Assistant Secretary of each Original Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement the Original PCA and the other Transaction Documents documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii))thereunder;
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vc) Acknowledgment copies of proper Financing Statements (Form UCC- 1), duly filed on or other evidence of filing reasonably acceptable to before the Agent, on behalf date of the Secured Parties,) of (i) proper financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably requestinitial Purchase from each Original Seller, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Original Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, Purchaser as the secured party and purchaser thereofparty, or other, other similar instruments or documents, as may be necessary or, in the opinion of the AgentPurchaser, on behalf of the Secured Parties, desirable advisable under the UCC or any comparable law of all appropriate jurisdictions or other applicable law to perfect the sale by each Originator to Purchaser's ownership of and security interest in the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related AssetsSecurity and Collections with respect thereto;
(vid) Search reports provided in writing Certified copies of Requests for Information or Copies (Form UCC- 11) (or a similar search report certified by a party acceptable to the AgentPurchaser), on dated a date reasonably near to the Purchaser's behalfdate of such initial Purchase, (i) listing all effective financing statements that (including those referred to in Section 3.01(c)) which name any Original Seller Party (under its present name and any previous name) as debtor and that which are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably requestSection 3.01(c), together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) aboveexcept those filed pursuant to Section 3.01(c)) shall cover any Receivables property which may be Receivables, or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such LiensSecurity or Collections with respect thereto;
(viie) Evidence that Acknowledgment copies of proper Financing Statements (Form UCC- 3), if any, necessary to release all security interests and other rights of any Person in the Seller Notes have been duly executed and delivered Receivables previously granted by the any Original Seller;
(viiif) Favorable opinions Lock-Box Agreements in respect of ▇▇▇▇ & Valentineeach Lock-Box Account relating to Collections of Receivables originated by the Original Sellers, L.L.P., counsel to duly executed by the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii)Lock-Box Bank holding such Lock-Box Account;
(ixg) A favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ & Valentine, L.L.P.▇▇▇▇▇▇▇, counsel for the Original Sellers and Interco, reasonably acceptable to the Seller PartiesPurchaser, in each case in substantially the form of Exhibit A to the Original PCA, and, in each case, as toto such other matters as the Purchaser may reasonably request;
(xh) A good standing certificate for each Original Seller issued by the existence Secretary of State of such Seller's state of incorporation;
(i) The Articles of Incorporation of each Original Seller, duly certified by the Secretary of State of such Seller's respective state of incorporation, as of a "true sale" recent date acceptable to Purchaser, together with a copy of the Receivables from By-laws of each Original Seller, duly certified by the Originators Secretary or an Assistant Secretary of such Seller;
(j) A copy of the resolutions adopted by the Board of Directors of Interco authorizing specified officers of Interco to enter into, and to perform all necessary actions in connection with, the Seller under Interco Agreement, certified by Interco's Secretary or Assistant Secretary;
(k) A certificate of the Sale Secretary or Assistant Secretary of Interco certifying the names and true signatures of the officers authorized on its behalf to sign the Interco Agreement and the other documents to be delivered by it thereunder;
(l) The Articles of Incorporation of Interco, duly certified by the Secretary of State of Delaware, as of a recent date acceptable to Purchaser, together with a copy of the By-laws of Interco, duly certified by the Secretary or an Assistant Secretary of Interco;
(m) The Interco Agreement;
(n) A certificate of the Secretary or Assistant Secretary of Lane and Broyhill certifying that attached thereto is a true and complete copy of the Original Bank Credit Agreement and the Security Agreement referred to therein; and
(o) The Intercreditor Agreement, duly executed by the parties thereto.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing of a Receivable Interest under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Agent shall have received, received on or before the date of such initial Purchasepurchase the following, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Agent:
(ia) The Certified copies of the resolutions of the Board of Directors of each of the Seller, the Servicer and the Sub-Servicer approving this Agreement, the Purchase and Sale Agreement, duly executed by if applicable, the parties theretoother Transaction Documents to which each of them is a party and any other documents contemplated thereby and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase and Sale Agreement, the other Transaction Documents and any other documents contemplated thereby;
(iib) A certificate of the Secretary or Assistant Secretary of each Seller Party of the Seller, the Servicer and the Sub-Servicer certifying the names and true signatures of the officers of the Seller and the Servicer authorized on its behalf to sign the Purchase and Sale Agreement, if applicable, this Agreement and the other Transaction Documents to be delivered by it hereunder in connection herewith and therewith;
(on which certificate c) Proper financing statements under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement, the Purchase and Sale Agreement and the Purchaser may conclusively rely until Purchase and Contribution Agreement;
(d) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, any Contracts related thereto or any Related Security related thereto previously granted by the Seller, HomePride SPV or HomePride;
(e) Completed requests for information, dated on or before the date of such time as the Agentinitial Purchase, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this with respect to each jurisdiction referred to in subsection (ii)c) above that name the Seller, HomePride SPV or HomePride as debtor, together with copies of such other financing statements (none of which shall cover any Pool Receivables, any Contracts related thereto or any Related Security related thereto or any collateral referred to in Section 10.01);
(iiif) The Articles Favorable Opinions of Counsel in form and substance satisfactory to the Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of this Agreement and the other Transaction Documents;
(g) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that (i) the Receivables to be conveyed to HomePride SPV under the Purchase and Contribution Agreement will be conveyed to HomePride SPV in a "true sale" and would not be considered part of HomePride's bankruptcy estate in the event of its insolvency and (ii) HomePride SPV would not be substantially consolidated with HomePride for purposes of the Federal Bankruptcy Code in such event;
(h) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that the Seller would not be substantially consolidated with Seller's Parent for purposes of the Federal Bankruptcy Code in such event;
(i) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent with respect to, among other things, there being no material conflicts between the Transaction Documents and the 1999 Indenture or Certificate the 2002 Indenture;
(j) Favorable Opinions of Incorporation Counsel, ▇▇ ▇▇▇▇ ▇▇▇ ▇ubstance satisfactory to the Agent, with respect to the creation, perfection and priority of each ownership interests and, in the alternative, security interests in the Transferred Receivables, Related Security and Collections under the Purchase and Sale Agreement (as such terms are defined in the Purchase and Sale Agreement), the Transferred Receivables, Related Security and Collections under the Purchase and Contribution Agreement (as such terms are defined in the Purchase and Sale Agreement) and the Pool Receivables, Related Security and Collections under this Agreement;
(k) A favorable Opinion of Counsel from special counsel for the Seller, with respect to the first priority perfected security interest of the Agent in the Collection Account, the Excess Collections Account and the Reserve Account;
(l) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, which shall address (i) certain regulatory and licensing issues related to the (a) ownership of the Receivables and Related Security by HomePride, HomePride SPV and the Seller Party, duly certified and (b) the servicing of the Receivables by the State Corporation Commission Servicer and (ii) the exemption of the Commonwealth Agent, Investors and Banks from federal, state and local licensing requirements with respect to the transactions contemplated by the Transaction Documents;
(m) A favorable Opinion of Virginia, as of a recent date acceptable Counsel from special Texas counsel for the Seller satisfactory to Agent on the Purchaser's behalfAgent, in each case together form and substance satisfactory to the Agent, with a respect to the first priority, perfected, possessory security interest in the Contracts;
(n) A copy of the by-laws of such Seller Partythe Seller, duly the Servicer and the Sub-Servicer certified by the Secretary or an Assistant Secretary of such Seller Partythe Seller, the Servicer or the Sub-Servicer, as applicable;
(ivo) Copies A copy of the certificate or articles of incorporation of the Seller, the Servicer and the Sub-Servicer, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia Seller, the Servicer and the state where Sub-Servicer from such Seller Party's principal place Secretary of business is locatedState or other official, dated as of a recent date;
(p) The Agent (or its counsel) shall have received from each party to the Fee Letter either (i) an original counterpart of the Fee Letter signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Fee Letter) that such party has signed a counterpart of the Fee Letter;
(q) The Agent (or its counsel) shall have received from each party to the Purchase and Sale Agreement either (i) an original counterpart of the Purchase and Sale Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Sale Agreement) that such party has signed a counterpart of the Purchase and Sale Agreement;
(r) The Agent (or its counsel) shall have received from each party to the Purchase and Contribution Agreement either (i) an original counterpart of the Purchase and Contribution Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Contribution Agreement) that such party has signed a counterpart of the Purchase and Contribution Agreement;
(s) The Agent (or its counsel) shall have received from each party to the Custodial Agreement either (i) an original counterpart of the Custodial Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Custodial Agreement) that such party has signed a counterpart of the Custodial Agreement;
(t) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Parent Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Parent Guaranty) that the Parent has signed a counterpart of the Parent Guaranty;
(u) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Limited Recourse Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Limited Recourse Guaranty) that the Parent has signed a counterpart of the Limited Recourse Guaranty;
(v) Acknowledgment copies The Agent (or other its counsel) shall have received from CIT (i) an original counterpart of the CIT Guaranty signed on behalf of CIT or (ii) written evidence of filing reasonably acceptable satisfactory to the Agent, Agent (which may include telecopy transmission of a signed signature page of the CIT Guaranty) that CIT has signed a counterpart of the CIT Guaranty;
(w) The Agent (or its counsel) shall have received the Global Servicing Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Global Servicing Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Global Servicing Agreement) that such party has signed a counterpart of the Global Servicing Agreement;
(x) The Agent (or its counsel) shall have received the Control Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Control Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Control Agreement) that such party has signed a counterpart of the Control Agreement;
(y) The Agent (or its counsel) shall have received from the Seller (i) an original counterpart of the Funds Transfer Letter signed on behalf of the Secured Parties,Seller or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Funds Transfer Letter) that the Seller has signed a counterpart of the Funds Transfer Letter;
(z) The Agent (or its counsel) shall have received this Agreement and all other Transaction Documents required to be delivered on the date hereof, in each case, in form and substance satisfactory to the Agent and from each party thereto either (i) proper financing statements (Form UCC-1), in such form as the Agent, an original counterpart thereof signed on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured such party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and or (ii) financing statements written evidence satisfactory to the Agent (Form UCC-1), which may include telecopy transmission of a signed signature page thereof that such party has signed a counterpart thereof.
(aa) A Responsible Officer of the Seller shall have certified that all conditions to the obligations of HomePride and the Seller under the Purchase and Sale Agreement shall have been satisfied in such form as all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;
(vibb) Search reports provided A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and HomePride SPV under the Purchase and Contribution Agreement shall have been satisfied in writing all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;
(viicc) Evidence A Responsible Officer of HomePride shall have certified that all conditions to the Seller Notes obligations of HomePride and CIT Group/Sales under the Global Servicing Agreement shall have been duly executed satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent;
(dd) A copy of the Credit and Collection Policy, certified by a Responsible Officer of the Seller;
(viiiee) Favorable opinions A review of ▇▇▇▇ & Valentinethe computer programs, L.L.P.material tapes, counsel to data and back-up plans of Sub-Servicer, HomePride, HomePride SPV and the Seller Partiesrequired for the collection of Receivables and the Agent shall be satisfied that the foregoing, in substantially including the form procedures of Exhibit 5.1(a)(viii);Sub-Servicer, HomePride, HomePride SPV and the Seller for the preparation, storage and retrieval thereof, are sufficient upon the termination of the Servicer or the Sub-Servicer to permit (i) the Seller or the Agent to collect the Receivables with or without the participation of HomePride, HomePride SPV or the Sub-Servicer and the Seller or the Servicer and (ii) a third-party servicer to collect the Receivables with or without the participation of HomePride, HomePride SPV, the Servicer, the Sub-Servicer or the Seller; and
(ixff) A favorable opinion of ▇▇▇▇ & ValentineSuch other documents, L.L.P.instruments, counsel to certificates and opinions as the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andAgent may reasonably request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Champion Enterprises Inc)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing purchase of a Receivable Interest under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Agent shall have received, received on or before the date of such initial Purchasepurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Agent:
(ia) The Certified copies of the resolutions of the Board of Directors of each Transaction Party approving this Agreement and the Sale AgreementAgreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, duly executed by if any, with respect to this Agreement and the parties thereto;other Transaction Documents.
(iib) A certificate of the Secretary or Assistant Secretary of each Seller Transaction Party certifying the names and true signatures of the officers of such Transaction Party authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by which it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party is a revised certificate meeting the requirements of this subsection (ii));party.
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vc) Acknowledgment copies or time stamped receipt copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,filing) of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Sale Agreement.
(id) Acknowledgment copies or time stamped receipt copies of proper financing statements (Form UCC-1), in such form as the Agent, on behalf necessary to release all security interests and other rights of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest any Person in the Pool Receivables and Receivables, Contracts or Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC Security previously granted by any Transaction Party or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;their respective Affiliates.
(vie) Search reports provided in writing to Completed requests for information, dated on or before the Agentdate of such initial purchase, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions referred to in which filings were made pursuant to subsection (vc) above and in such other jurisdictions that name the Agent shall reasonably requestSeller or the Originator as debtor, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables Receivables, Contracts, Related Security or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor the collateral referred to in clause Section 2.10 except to the extent the Agent shall have received executed termination statements therefor pursuant to subsection (id) above in the jurisdictions described therein and showing no such Liens;above).
(viif) Evidence that the Seller Notes have been duly executed and delivered by the Seller;Executed copies of Blocked Account Agreements for each Blocked Account.
(viiig) Favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Valentine, L.L.P.▇▇▇▇▇, counsel for the Seller, the Servicer and the Originator, relating to true sale and substantive consolidation issues, enforceability of this Agreement and the Seller Partiesother Transaction Documents, in substantially perfection of security interests, non-contravention of laws and agreements, general corporate matters and such other matters as the form of Exhibit 5.1(a)(viii);Agent may reasonably request.
(ixh) A favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & Valentine, L.L.P.▇▇▇▇ LLP, counsel for the Agent, relating to the Seller Parties, as tofiling priority of security interests.
(xi) the existence of a "true sale" An executed copy of the Receivables from the Originators to the Seller under Funds Transfer Letter.
(j) An executed copy of the Sale Agreement; and.
(k) A copy of the by-laws of each Transaction Party, certified by the Secretary or Assistant Secretary of such Transaction Party.
(l) A copy of the certificate or articles of incorporation or certificate or articles of formation (as applicable) of each Transaction Party, certified as of a recent date by the Secretary of State or other appropriate official of the State of incorporation or formation (as applicable) of such Transaction Party, and a certificate as to the good standing of each Transaction Party from such Secretary of State or other official, dated as of a recent date.
(m) The opening pro forma balance sheet of the Seller referred to in Section 4.01(e).
(n) Executed copies of the Termination Agreements relating to the Existing Receivables Facilities.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Northern Indiana Public Service Co)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing under this Agreement was is subject to the following conditions precedent:
(a) condition precedent that the Agent, on the Purchaser's behalf, Initial Purchaser shall have receivedreceived each of the following (with copies to the Administrator), on or before the date of such initial Purchasepurchase, the following each (unless otherwise indicated) dated such date and in form and substance reasonably (including the date thereof) satisfactory to the AgentInitial Purchaser and the Administrator:
(ia) The Sale Receivables Purchase Agreement, duly executed by the parties thereto, together with evidence reasonably satisfactory to the Initial Purchaser that all conditions precedent to the initial Purchase of an undivided interest thereunder (other than any condition relating to the effectiveness of the purchase commitment under this Agreement) shall have been met;
(iib) A certificate of the Secretary or Assistant Secretary of each Seller Party of ConMed, Linvatec Canada and Linvatec certifying (i) a copy of the resolutions of its Board of Directors approving this Agreement and the other Transaction Documents to be delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent Administrator and the Initial Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, Administrator shall receive from such Seller Party ConMed, Linvatec Canada or Linvatec, as the case may be, a revised certificate meeting the requirements of this subsection (iib)); (iii) a copy of its by-laws; and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents;
(iiic) The Articles or Certificate of Incorporation of each Seller Partyof ConMed, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller PartyLinvatec Canada and Linvatec, duly certified by the Secretary of State (or an Assistant Secretary comparable Governmental Authority) of such Seller Partythe jurisdiction of its organization, as of a recent date;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vd) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agenttime stamped receipt copies, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1)) that name ConMed and Linvatec, in such form as the Agentrespectively, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and seller and the seller of the Receivables and Related Assets, the Seller Initial Purchaser as the secured party and purchaser thereof (and Wachoviathe Administrator, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf benefit of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as assignee of the secured party Initial Purchaser) of the Receivables and purchaser thereof, the Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the opinion of the Agent, on behalf of the Secured PartiesAdministrators's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Initial Purchaser's, undivided percentage 's ownership interest in, the Pool in all Receivables and Related AssetsRights in which an ownership interest may be assigned to it hereunder;
(vie) Search reports A search report provided in writing to and approved by the AgentAdministrator, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party ConMed as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to subsection (vd) above and in such other jurisdictions that the Agent Administrator shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Pool Assets), and (ii) listing all tax liens and judgment lien search reports from a Person satisfactory to Servicer and the Administrator showing no evidence of such liens (if any) filed against any debtor referred to ConMed or Linvatec;
(f) Duly executed copies of the Lock-Box Agreements with the Lock-Box Banks;
(g) A pro forma Purchase Report, prepared in clause respect of the proposed initial Purchase, assuming an Initial Cut-Off Date of September 30, 2001;
(h) An Initial Purchaser Note in favor of each of ConMed, Linvatec Canada and Linvatec, respectively, duly executed by the Initial Purchaser;
(i) above in A certificate from an officer of each of ConMed, Linvatec Canada and Linvatec, respectively, to the jurisdictions described therein effect that Servicer and showing no such Liens;each of ConMed, Linvatec Canada and Linvatec, respectively, have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CONMED RECEIVABLES CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 1, 2001, AS AMENDED FROM TIME TO TIME, BETWEEN CONMED CORPORATION, CERTAIN SUBSIDIARIES OF CONMED CORPORATION AND CONMED RECEIVABLES CORPORATION; AND AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED TO FLEET SECURITIES, INC., AS ADMINISTRATOR, PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 1, 2001, AMONG CONMED CORPORATION, CONMED RECEIVABLES CORPORATION, BLUE KEEL FUNDING, LLC, FLEET NATIONAL BANK AND FLEET SECURITIES INC., AS THE ADMINISTRATOR; and
(viij) Evidence that Such other agreements, instruments, UCC financing statements, certificates, opinions and other documents as the Seller Notes have been duly executed and delivered by Initial Purchaser or the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andAdministrator may reasonably request.
Appears in 1 contract
Conditions Precedent to Initial Purchase. (a) The initial Purchase pursuant to the Existing purchase of a Receivable Interest originated by FMC under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Agent shall have received, received on or before the date of such initial Purchasepurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Agent:
(i) The Sale Agreement, duly executed by the parties thereto;
(iiA) A certificate of the Secretary or Assistant Secretary of each the Seller Party and FMC certifying (i) as to its certificate of incorporation and by-laws, (ii) as to the names and true signatures resolutions of the officers authorized on its behalf to sign Board of Directors approving this Agreement and the other Transaction Program Documents to be delivered by which it hereunder (on which certificate the Agent is a party and the Purchaser may conclusively rely until such time as the Agenttransactions contemplated hereby and thereby, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));
(iii) The Articles or Certificate of Incorporation of each Seller Partythat its representations and warranties set forth in the Program Documents are true and correct, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
and (iv) Copies the incumbency and specimen signature of good standing certificates for each Seller Party issued by of its officers authorized to execute the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;Program Documents.
(vB) Acknowledgment copies (or other evidence time stamped receipt copies of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1)statements, duly filed on or before the date of such initial transfer under the UCC of all jurisdictions that the Agent may deem necessary or desirable in such form as order to perfect the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest ownership interests in the Pool Receivables and Related Assets originated by FMC and the PurchaserRelated Security with respect thereto contemplated by this Agreement and the First-Tier Agreement.
(C) Acknowledgment copies or time stamped receipt copies of proper financing statements, as the secured party if any, necessary to release all security interests and purchaser thereof, or other, similar instruments or documents, as may be necessary or, other rights of any Person in the opinion of the AgentReceivables, on behalf of the Secured Parties, desirable under the UCC Contracts or any comparable law of all appropriate jurisdictions to perfect the sale Related Security previously granted by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;FMC.
(viD) Search reports provided Completed requests for information, dated on or before the date of such initial transfer, listing the financing statements referred to in writing to the Agent, on the Purchaser's behalf, subsection (iC) listing above and all other effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions referred to in which filings were made pursuant to subsection (vC) above and in such other jurisdictions that name the Agent shall reasonably requestSeller or FMC as debtor, together with copies of such other financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables Receivables, Contracts or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;Security).
(viiE) Evidence that Fully executed copies of the Seller Notes have been duly executed Program Documents which shall each be in full force and delivered by the Seller;effect.
(viiiF) An executed copy of each FMC Deposit Agreement and each Seller Deposit Agreement.
(G) Favorable opinions of ▇▇▇▇ & Valentine▇▇, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇▇ & Valentine, L.L.P.▇▇▇▇▇, counsel for the Seller and FMC, as to such matters as the Agent may reasonably request, including without limitation as to the Seller Parties, as to
(x) the existence of a "true sale" nature of transfer of the Receivables from contemplated by the Originators First-Tier Agreement.
(H) The Agent shall have received a pro-forma Investor Report, which shall evidence compliance with the terms of the Program Documents, after giving credit to the initial transfer of an interest in Receivables under this Agreement.
(I) FMC shall have established the FMC Deposit Accounts and Lock-Boxes and the Seller shall have established the Seller Deposit Agreements and Lock-Boxes.
(J) The conditions precedent set forth in Section 3.01(a) of the First-Tier Agreement shall have been fully satisfied.
(b) The initial purchase of a Receivable Interest originated by FMCW under this Agreement is subject to the conditions precedent that the Agent shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent:
(A) A certificate of the Secretary or Assistant Secretary of FMCW certifying (i) as to its certificate of incorporation and by-laws, (ii) as to the resolutions of its Board of Directors approving the Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the First-Tier Agreement are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents.
(B) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial transfer under the Sale UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests in the Pool Receivables (including the Pool Receivables originated by FMCW) and the Related Security with respect thereto contemplated by this Agreement and the First-Tier Agreement; and.
(C) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables originated by FMCW or Contracts or Related Security with respect thereto previously granted by FMCW.
(D) Completed requests for information, dated on or before the date of such initial transfer, listing the financing statements referred to in subsection (C) above and all other effective financing statements filed in the jurisdictions referred to in subsection (C) above that name FMCW as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security).
(E) Favorable opinions of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Seller and FMCW, as to such matters as the Agent may reasonably request, including without limitation as to the "true sale" nature of transfer of the Receivables contemplated by the First-Tier Agreement.
(F) Such other instruments, certificates and documents as the Agent may have reasonably requested.
Appears in 1 contract
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing Agreement of Eligible Assets was subject to the following conditions precedent:
(a) precedent that the Agent, on conditions precedent to the Purchaser's behalf, initial "Purchase" under the CAFCO Agreement shall have receivedbeen satisfied on or prior to the date of such Purchase and that the Agent shall have (i) completed a review, satisfactory to it in its sole discretion, of the Seller's billing, collection and reporting systems relating to the Receivables, including without limitation the Credit and Collection Policy, and (ii) received on or before the date of such initial PurchasePurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Agent:
(ia) The Sale Agreement, duly executed by the parties theretoCertificates;
(iib) A copy of the resolutions adopted by the Board of Directors of the Seller approving this Agreement, the Certificate and the other documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its Secretary or Assistant Secretary;
(c) A certificate of the Secretary or Assistant Secretary of each the Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement Agreement, the Certificate and the other Transaction Documents documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser Owner may conclusively rely until such time as the Agent, on the Purchaser's behalf, Agent shall receive from such the Seller Party a revised certificate meeting the requirements of this subsection (iic));
(iiid) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Secured Party's principal place of business is located;
(v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agentcopies, on behalf certified by an officer of the Secured Parties,Seller, of acknowledgment copies) of (i) proper financing statements Financing Statements (Form UCC-1), in such form as dated a date reasonably near to the Agent, on behalf date of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably requestinitial Purchase, naming the Seller as the debtor and the seller assignor of an undivided percentage interest in the Pool Receivables and Related Assets and the PurchaserCNAI, as the secured party and purchaser thereofAgent, as assignee, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage ownership interests in all Receivables in which an interest in, the Pool Receivables and Related Assetsmay be assigned hereunder;
(vie) Search reports provided in writing to the AgentSecured Party's copies (or copies, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any certified by an officer of the financing statements described in subsection Seller, of acknowledgment copies) of proper Financing Statements (vForm UCC-3) above) shall cover any Receivables or Related Assetsnecessary to release all security interests and other rights, and (ii) listing all tax liens and judgment liens (except the lien, if any) filed against any debtor applicable, referred to in clause (i) above Section 4.01(h), of any Person in the jurisdictions described therein and showing no such Liens;
(vii) Evidence that the Seller Notes have been duly executed and delivered Receivables previously granted by the Seller;
(viiif) Favorable opinions A favorable opinion of Leon ▇. ▇▇▇▇ & Valentine▇▇, L.L.P., counsel to ▇▇neral Counsel for the Seller PartiesSeller, in substantially the form of Exhibit 5.1(a)(viii);C hereto and as to such other matters as the Agent may reasonably request; and
(ixg) A favorable opinion of ▇▇▇▇ Shearman & Valentine, L.L.P.Sterling, counsel to for the Seller PartiesAgent, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andAgent may reasonably request.
Appears in 1 contract
Sources: Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing purchase of a Receivable Interest under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Program Agent and each Investor Agent, on the Purchaser's behalfas applicable, shall have received, received on or before the date of such initial Purchasepurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Program Agent and each Investor Agent, as applicable:
(ia) The Sale Certified copies of the resolutions of the Board of Directors (or similar governing body, as applicable) of the Seller and each Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company, as applicable, action and governmental approvals, if any, with respect to this Agreement, duly executed by the parties thereto;.
(iib) A certificate of the Secretary or Assistant Secretary of the Seller and each Seller Party Originator certifying the names and true signatures of the officers of the Seller and such Originator authorized on its behalf to sign this Agreement and the other Transaction Documents documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));thereunder.
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vc) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Originator Purchase Agreement.
(d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other evidence rights of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of any Person in (i) proper financing statements the Receivables, Contracts or Related Security previously granted by the Seller or an Originator (Form UCC-1), other than those in such form as the Agent, on behalf favor of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, Program Agent) and (ii) financing statements the collateral security referred to in Section 2.11 previously granted by the Seller (Form UCC-1), other than those in such form as the Agent, on behalf favor of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Program Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;).
(vie) Search reports provided in writing to Completed requests for information, dated on or before the Agentdate of such initial purchase, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions referred to in which filings were made pursuant to subsection (vc) above and in such other jurisdictions that name the Agent shall reasonably requestSeller or an Originator as debtor, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables Receivables, Contracts, Related Security or Related Assetsthe collateral security referred to in Section 2.11).
(f) A fully executed Lock-Box Agreement, or an amendment to the existing Lock-Box Agreement, with each Lock-Box Bank.
(g) A favorable opinion of T▇▇▇▇▇▇▇ H▇▇▇ LLP, counsel for the Seller and the Originators, as to such other matters as the Agent may reasonably request.
(h) The Fee Agreements.
(i) The Funds Transfer Letter, if applicable.
(j) An executed copy of the Originator Purchase Agreement.
(k) A copy of the by-laws or operating agreement, as applicable, of the Seller and each Originator, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be.
(i) A copy of the certificate or articles of incorporation or formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred a certificate as to in clause (i) above in the jurisdictions described therein and showing no such Liens;
(vii) Evidence that good standing of the Seller Notes have been duly executed and delivered by the Seller;
(viii) Favorable opinions each Originator from such Secretary of ▇▇▇▇ & ValentineState or other official, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, dated as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andrecent date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing Agreement was hereunder is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Agent shall have received, received on or before the date of such initial PurchasePurchase the following, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the Agent:
(ia) The Sale AgreementA copy of the resolutions of the Board of Directors of the Seller authorizing this Agreement and the other documents to be delivered by it hereunder and the transactions contemplated hereby, duly executed certified by the parties theretoits Secretary or Assistant Secretary;
(iib) A certificate of the Secretary or Assistant Secretary of each the Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents documents to be delivered by it hereunder (on which certificate the Agent Agent, the Purchasers and the Purchaser Banks may conclusively rely unless and until such time as the Agent, on the Purchaser's behalf, Agent shall receive from such the Seller Party a revised replacement certificate meeting the requirements of this subsection (iib));
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(vc) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements Financing Statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and with respect to the seller of an undivided percentage interest in the Pool Receivables and Related Assets Security and the PurchaserCNAI, as the Agent, as secured party and purchaser thereofparty, or other, other similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool ownership interests in all Receivables and Related AssetsSecurity in which an interest may be sold and transferred by the Seller hereunder;
(vid) Search reports provided Acknowledgment copies of proper Financing Statements (Form UCC-3), if any, necessary to release all security interests and other rights of any person in writing the Receivables and Related Security previously granted by the Seller;
(e) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by a party acceptable to the Agent), on dated a date reasonably near to the Purchaser's behalfdate of the initial Purchase, (i) listing all effective financing statements that which name the Seller (under its present name and any Seller Party previous name) as debtor and that which are filed in the jurisdictions in which filings were made pursuant to subsection (vc) above and in such other jurisdictions that the Agent shall reasonably requestabove, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables Receivables, Related Security or Related Assets, and Contracts);
(iif) listing all tax liens and judgment liens (if any) filed against any debtor The Fee Agreement referred to in clause (i) above in the jurisdictions described therein and showing no such LiensSection 2.05;
(viig) Evidence that the Seller Notes have been duly executed and delivered by A favorable opinion or opinions of counsel for the Seller;
(viii) Favorable opinions of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii)E and as to such other matters as the Agent may reasonably request;
(ixh) A favorable opinion of ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ & ValentineHandler, L.L.P.LLP, counsel for the Agent, as the Agent may reasonably request.
(i) A favorable opinion of ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ & Handler, LLP, counsel for the Agent, addressed to CAFCO and the dealer for the commercial paper of CAFCO, as to the correctness of the representation and warranty of the Seller set forth in Section 4.01(m), substantially in the form previously delivered by such counsel to the Seller Parties, as to
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale Agreement; andAgent.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing this Agreement was is subject to the following conditions precedent:
(a) the each Agent, on the Purchaser's behalf, shall have received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance reasonably satisfactory to the each Purchaser Agent:
(i) The amendment to the Sale AgreementAgreement ("the Sale Amendment"), dated as of the date hereof duly executed by the parties thereto;
(ii) A certificate of the Secretary or Assistant Secretary of each Seller Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));
(iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, Administrative Agent on behalf of the Secured Parties,) of (iA) proper amendments to certain financing statements (Form UCC-1UCC-3), in such form as the AgentAgents, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and Wachoviathe Administrative Agent, solely in its capacity as Agent agent for the Secured Parties hereunder, as assignee, and (iiB) amendment to financing statements (Form UCC-1UCC-3), in such form as the AgentAgents, on the behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest interests in the Pool Receivables and Related Assets and the PurchaserAdministrative Agent, as agent for the Secured Parties as the secured party and purchaser thereof, or other, similar instruments or documents, documents as may be necessary or, in the opinion of the AgentAgents, on behalf of the Secured PartiesPurchasers' behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the each Purchaser's, 's undivided percentage interest in, the Pool Receivables and Related Assets;
(viiii) Search reports provided in writing A reliance letter with respect to the legal opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Seller Parties, the Originators and Lennox International in form and substance satisfactory to the Liberty Street Purchaser Agent.
(iv) An Information Package, on prepared as of the Purchaser's behalfCut-Off Date of May [24], (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection 2003;
(v) above The Liberty Street Liquidity Agreement, duly executed by Liberty Street, the Liberty Street Liquidity Agent and in such other jurisdictions each Liberty Street Liquidity Bank;
(vi) Evidence that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any Lockbox Accounts are maintained in the name of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such LiensSeller;
(vii) Evidence that payment in immediately available funds of the amount determined to be due to Blue Ridge and the Administrative Agent pursuant to the Information Package delivered in clause (iv) above with respect to the removal of ▇▇▇▇▇▇▇▇▇ as an Originator pursuant to the Sale Amendment. The payment of amounts due under this clause (vii) shall be applied to the reduction of the Invested Amount with respect to the Blue Ridge Purchaser Group and the payment of all other fees and amounts then due and owing to Blue Ridge and the Administrative Agent, including, without limitation, Earned Discount, and shall not be affected by any right of setoff, counterclaim, recoupment, defense or other right the Seller Notes might have been duly executed and delivered against the Administrator or Blue Ridge, all of which rights are hereby expressly waived by the Seller;
(viii) Favorable opinions a fully executed copy of ▇▇▇▇ & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii)Fee Letter;
(ix) A favorable opinion the Amended and Restated Assurance Agreement, dated as of ▇▇▇▇ & Valentinethe date hereof, L.L.P., counsel to the Seller Parties, as toduly executed by Lennox International; and
(x) such other agreements, instruments, certificates, opinions and other documents as the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale AgreementAgents may reasonably request; and
(b) Lennox shall have paid or caused to be paid all Transaction Fees.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Lennox International Inc)
Conditions Precedent to Initial Purchase. The initial Purchase pursuant to the Existing purchase of a Receivable Interest under this Agreement was is subject to the following conditions precedent:
(a) precedent that the Agent, on the Purchaser's behalf, Agent shall have received, received on or before the date of such initial Purchasepurchase the following, the following each (unless otherwise indicated) dated such date and date, in form and substance reasonably satisfactory to the Agent:
(i1) The Sale Certified copies of the resolutions of the Board of Managers of the Seller and the Board of Directors of the Originator approving this Agreement and the Originator Purchase Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement and the Originator Purchase Agreement, duly executed by the parties thereto;.
(ii2) A certificate of the Secretary or Assistant Secretary of each the Seller Party and the Originator certifying the names and true signatures of the officers of the Seller and the Originator authorized on its behalf to sign the Originator Purchase Agreement and this Agreement and the other Transaction Documents documents to be delivered by it hereunder and thereunder.
(on which certificate 3) Executed copies of proper financing statements, to be filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii));Originator Purchase Agreement.
(iii4) The Articles or Certificate Executed copies of Incorporation proper financing statements, if any, necessary to release all security interests and other rights of each Seller Party, duly certified by the State Corporation Commission of the Commonwealth of Virginia, as of a recent date acceptable to Agent on the Purchaser's behalf, any Person in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party;
(iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located;
(v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1)the Receivables, in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming each of the Originators as the debtor and the seller of the Receivables and Contracts or Related Assets, Security previously granted by the Seller as or the secured party and purchaser thereof and Wachovia, solely in its capacity as Agent for the Secured Parties hereunder, as assignee, Originator and (ii) financing statements (Form UCC-1), the collateral security referred to in such form as Section 2.11 previously granted by the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets;Seller.
(vi5) Search reports provided in writing to Completed requests for information, dated on or before the Agentdate of such initial purchase, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions referred to in which filings were made pursuant to subsection (vc) above and in such other jurisdictions that name the Agent shall reasonably requestSeller or the Originator as debtor, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables Receivables, Contracts, Related Security or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor the collateral security referred to in clause (i) above in the jurisdictions described therein and showing no such Liens;Section 2.11).
(vii6) Evidence that the Seller Notes have been duly executed and delivered by the Seller;Executed copies of Lock-Box Agreements with each Lock-Box Bank.
(viii7) Favorable opinions of ▇▇▇▇ & Valentine▇, L.L.P.Weiss, counsel to the Seller PartiesRifkind, in substantially the form of Exhibit 5.1(a)(viii);
(ix) A favorable opinion of ▇▇▇▇▇▇▇ & Valentine, L.L.P.▇▇▇▇▇▇▇▇, counsel to for the Seller Partiesand the Originator, substantially in the form of Annexes C-1 and C-2 hereto and as toto such other matters as the Agent may reasonably request.
(x) the existence of a "true sale" of the Receivables from the Originators to the Seller under the Sale 8) The Fee Agreement; and.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Personal Care Holdings Inc)