REPURCHASES OF CONTRACTS Sample Clauses

REPURCHASES OF CONTRACTS. FOR BREACH OF REPRESENTATIONS AND WARRANTIES 10 SECTION 6.01. SELLER INDEMNIFICATION 10 SECTION 6.02. LIABILITIES TO OBLIGORS 11 SECTION 6.03. TAX INDEMNIFICATION 11 SECTION 6.04. OPERATION OF INDEMNITIES 11 SECTION 7.01. PROHIBITED TRANSACTIONS WITH RESPECT TO THE TRUST 11 SECTION 7.02. MERGER OR CONSOLIDATION 12 SECTION 7.03. TERMINATION 12 SECTION 7.04. ASSIGNMENT OR DELEGATION BY SELLER 12 SECTION 7.05. AMENDMENT 12 SECTION 7.06. NOTICES 13 SECTION 7.07. MERGER AND INTEGRATION 13 SECTION 7.08. HEADINGS 13 SECTION 7.09. GOVERNING LAW 13 SECTION 7.10. NO BANKRUPTCY PETITION 13 Exhibit A Form of Assignment Exhibit B Form of Officer’s Certificate THIS TRANSFER AND SALE AGREEMENT, dated as of April 1, 2013 (this “Agreement”), is made by and between Harley-Davidson Credit Corp., a Nevada corporation, as seller hereunder (together with its successors and assigns “Harley-Davidson Credit” or “Seller”), and Harley-Davidson Customer Funding Corp., a Nevada corporation and wholly-owned subsidiary of Seller (together with its successors and assigns “Trust Depositor”), as purchaser hereunder.
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REPURCHASES OF CONTRACTS for Breach of Representations and Warranties 9 Section 6.01. Seller Indemnification 10 Section 6.02. Liabilities to Obligors 11 Section 6.03. Tax Indemnification 11 Section 6.04. Operation of Indemnities 11 Section 7.01. Prohibited Transactions with Respect to the Trust 11 Section 7.02. Merger or Consolidation 12 Section 7.03. Termination 12 Section 7.04. Assignment or Delegation by the Seller. 12 Section 7.05. Amendment 12 Section 7.06. Notices 13 Section 7.07. Merger and Integration 13 Section 7.08. Headings 13 Section 7.09. Governing Law 13 Section 7.10. No Bankruptcy Petition 13 Section 7.11. Counterparts; Originals 13 Exhibit A Form of Assignment Exhibit B Form of Officer’s Certificate THIS TRANSFER AND SALE AGREEMENT, dated as of [ ] (this “Agreement”), is made by and between Harley-Davidson Credit Corp., a Nevada corporation, as seller hereunder (together with its successors and assigns “Harley-Davidson Credit” or the “Seller”), and Harley-Davidson Customer Funding Corp., a Nevada corporation and wholly-owned subsidiary of the Seller (together with its successors and assigns, the “Trust Depositor”), as purchaser hereunder.
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Related to REPURCHASES OF CONTRACTS

  • Grouping of contracts To the extent practicable, contracts for goods shall be grouped in bid packages estimated to cost $100,000 equivalent or more each.

  • Status of Contracts As of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14.

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Custody of Contracts The contents of each Contract File shall be held by the Servicer, or its custodian, for the benefit of the Trust as the owner thereof in accordance with the Sale and Servicing Agreement.