Affirmative Covenants of the Seller Parties Sample Clauses
The Affirmative Covenants of the Seller Parties clause sets out specific actions and obligations that the seller must undertake or maintain during the course of a transaction. These may include requirements such as maintaining the business in good standing, providing access to information, or complying with applicable laws until the deal closes. By clearly outlining these ongoing responsibilities, the clause ensures that the buyer is protected from adverse changes and that the seller upholds certain standards, thereby reducing risk and promoting transparency throughout the transaction process.
Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:
Affirmative Covenants of the Seller Parties. Until the Final Payout Date, unless each Agent shall otherwise consent in writing:
Affirmative Covenants of the Seller Parties. Until the Final Payout Date, each Seller Party hereby covenants, as to itself, as set forth below:
Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms:
Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full, no Letter of Credit remains outstanding and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:
Affirmative Covenants of the Seller Parties. Until the date on which the Aggregate Unpaids have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination or expiration of all of the Commitments:
Affirmative Covenants of the Seller Parties. Until the date following the Facility Termination Date on which (i) the Aggregate Unpaids have been indefeasibly paid in full or (ii) all Receivables sold hereunder have been collected or written off after all commercially reasonable efforts to collect such Receivables have been exhausted, each Seller Party hereby covenants, as to itself, as set forth below:
Affirmative Covenants of the Seller Parties. Negative Covenants of the Seller Parties
Affirmative Covenants of the Seller Parties. 19 Section 7.2 Negative Covenants of The Seller Parties 28 ARTICLE VIII ADMINISTRATION AND COLLECTION 30 Section 8.1 Designation of Servicer 30 Section 8.2 Duties of Servicer 30 Section 8.3 Collection Notices 32 Section 8.4 Responsibilities of Seller 32 Section 8.5 Reports 32 Section 8.6 Servicing Fees 32 ARTICLE IX AMORTIZATION EVENTS 33 Section 9.1 Amortization Events 33 Section 9.2 Remedies 35 ARTICLE X INDEMNIFICATION 35
Affirmative Covenants of the Seller Parties. 1718 Section 7.2 Negative Covenants of The Seller Parties 25 Section 7.3 Hedging Agreements 2627 ARTICLE VIII ADMINISTRATION AND COLLECTION 28 733016439 11089703 i TABLE OF CONTENTS (continued) Page Section 8.1 Designation of Servicer 28 Section 8.2 Duties of Servicer 2829 Section 8.3 Collection Notices 30 Section 8.4 Responsibilities of Seller 3031 Section 8.5 Reports 3031 Section 8.6 Servicing Fees 3031 ARTICLE IX AMORTIZATION EVENTS 31 Section 9.1 Amortization Events 31 Section 9.2 Remedies 33 ARTICLE X INDEMNIFICATION 3334 Section 10.1 Indemnities by The Seller Parties 3334 Section 10.2 Increased Cost and Reduced Return 36 Section 10.3 Other Costs and Expenses 37 Section 10.4 [Reserved.] 3738 Section 10.5 [Reserved.] 3738 Section 10.6 Required Rating 3738 ARTICLE XI AGENT 38 Section 11.1 Authorization and Action 38 Section 11.2 Delegation of Duties 38 Section 11.3 Exculpatory Provisions 3839 Section 11.4 Reliance by Agent 39 Section 11.5 Non-Reliance on Agent and Other Purchasers 39 Section 11.6 Reimbursement and Indemnification 3940 Section 11.7 Agent in its Individual Capacity 3940 Section 11.8 Successor Agent 3940 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 40 Section 12.1 Assignments 40 Section 12.2 Participations 41 Section 12.3 Federal Reserve 41 ARTICLE XIII [Reserved.] 4142 ARTICLE XIV MISCELLANEOUS 4142 Section 14.1 Waivers and Amendments 4142 Section 14.2 Notices 4243 Section 14.3 Ratable Payments 43 Section 14.4 Protection of Ownership Interests of the Purchasers 43 Section 14.5 Confidentiality 44 Section 14.6 Bankruptcy Petition 44 733016439 11089703 ii TABLE OF CONTENTS (continued) Page Section 14.7 Limitation of Liability 4445 Section 14.8 CHOICE OF LAW 45 Section 14.9 CONSENT TO JURISDICTION 45 Section 14.10 WAIVER OF JURY TRIAL 45 Section 14.11 Integration; Binding Effect; Survival of Terms 4546 Section 14.12 Counterparts; Severability; Section References 46 Section 14.13 [Reserved] 46 Section 14.14 Characterization 46 Section 14.15 [Reserved.] 4647 Section 14.16 Intercreditor Agreement 47 Section 14.17 Confirmation and Ratification of Terms 47 Section 14.18 Consent 48 733016439 11089703 iii EXHIBITS Exhibit I - Definitions Exhibit II - Form of Purchase Notice Exhibit III - Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV - Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI - Form of Collection Account Agreement Exhibit VII ...