Conditions Precedent to Subsequent Payments Sample Clauses
The 'Conditions Precedent to Subsequent Payments' clause defines specific requirements that must be satisfied before additional payments are made under a contract. Typically, this means that after an initial payment, the party receiving funds must complete certain tasks, provide documentation, or meet agreed milestones before further disbursements occur. This clause ensures that payments are tied to performance or compliance, protecting the paying party from advancing funds without evidence of progress or fulfillment of obligations.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay the Purchase Price in respect of any Receivables on any Purchase Date shall be subject to the satisfaction or waiver by Buyer of the further conditions precedent that: (a) as of such Purchase Date, the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer shall have received such other approvals, opinions or documents as it may reasonably request, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true):
(a) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and
(b) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable in the manner provided in Section 1.3, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied or waived. The failure of an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to (x) a right of Buyer to rescind the purchase of the applicable Receivables and (y) an obligation of such Originator to pay to Buyer an amount equal to the Purchase Price received by it in respect of such Receivables.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay the Originator for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred; (b) Buyer (or the Administrative Agent, as Buyer’s collateral assignee) shall have received such other opinions or documents as it may reasonably request pursuant to Section 6.2 of the Purchase Agreement, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by the Originator that such statements are then true):
(i) the representations and warranties of the Originator set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and
(ii) no event has occurred and is continuing that will constitute a Termination Event or a Potential Termination Event.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request if such Person reasonably believes there has been a change in law or circumstance that affects the status or characteristics of the Receivables, Related Security or Collections, or the Buyer’ s (and its assignees’) first priority perfected security interest in the Receivables, Related Security and Collections. Originator represents and warrants that the representations and warranties set forth in Article II are true and correct on and as of the date each Receivable came into existence as though made on and as of such date.
Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by Originator that such statements are then true):
Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request. Each Originator represents and warrants that the representations and warranties set forth in Article II are true and correct on and as of the date each Receivable came into existence as though made on and as of such date.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay each Originator for Receivables originated by such Originator after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Termination Date shall not have occurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request in writing not less than 5 Business Days prior to such payment, it being understood that any such request shall be made by Buyer (or its assigns) only upon the determination by Buyer (or such assigns) that (i) in the case of an opinion, a change in applicable law or facts has occurred and (ii) in all other cases, that a reasonable risk then exists that an event having a Material Adverse Effect or constituting a Termination Event shall have occurred or could reasonably be expected to occur, and in each of the foregoing cases, the scope of any such requested approvals, opinions or documents shall be limited to providing assurances to Buyer (and its assigns) in relation to such change or event; and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true):
(i) the representations and warranties of such Originator set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and
(ii) no event has occurred and is continuing that will constitute a Termination Event.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Transferred Receivables coming into existence after the Initial Funding Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred, (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it or they may reasonably request and (c) on the date of any Purchase, the Transferor shall have provided (1) the Buyer and the Servicer with a supplement the Schedule of Receivables identifying the Transferred Receivables to be transferred on such date and (2) the Servicer with the Receivable Files for each of the Transferred Receivables to be transferred on such date. Transferor’s obligation to sell Transferred Receivables coming into existence after the Initial Funding Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred, and (b) Buyer shall have the ability to and shall pay the purchase price therefor as provided in Article I hereof.
Conditions Precedent to Subsequent Payments. Purchaser's obligation to pay Seller for any Receivable shall be subject to the further conditions precedent that: (a) as of the applicable Purchase Date, Purchaser (or its assigns) shall have received such other documents as it may reasonably request and (b) as of the applicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by Seller that such statements are then true):
(i) the representations and warranties of Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date; PROVIDED THAT the materiality
Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for Receivables coming into existence after the applicable Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) the Buyer (or, at any time the Credit and Security Agreement remains in effect, the Administrative Agent as the Buyer’s assignee) shall have received such other approvals, opinions or documents as it may reasonably request; and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true): Table of Contents