Conditions and Covenants. The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion of the following at the time or during the time periods indicated, unless specifically waived in writing by both parties: (a) Agent on behalf of Merchant shall have obtained all permits, licenses, authorizations and approvals required under applicable laws, rules, regulations, and court or administrative orders necessary to conduct the Sale; provided that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each of the Stores on or before February 1, 1997 and the inventory taking service shall have issued its final report to Merchant and Agent with regard to the inventory. As of the Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Store leases in the conduct of the Sale other than any restrictions on the ability to advertise and conduct the Sale as a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7.
Appears in 1 contract
Samples: Agency Agreement (Sportmart Inc)
Conditions and Covenants. The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion In consideration of the following at Purchase Price, SLM ELC hereby sells to the time Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated June 10, 2004 (the "Master Terms"), and any amendments thereto permitted by its terms, incorporated herein by reference, among SLM ELC, Funding and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. -------- This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or during Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the time periods indicatedAdditional Loans governed by this Additional Purchase Agreement. SLM ELC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, unless specifically waived as of the related Purchase Date. SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in writing by both parties: (a) Agent lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Merchant shall have obtained all permits, licenses, authorizations the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Xxxx of Sale and approvals required under applicable laws, rules, regulationsrelated Loan Transmittal Summary Form be, and court or administrative orders necessary be construed as, a valid sale of such Purchased Loans from SLM ELC to conduct the Sale; provided that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each Interim Eligible Lender Trustee for the benefit of the Stores on or before February 1Purchaser. However, 1997 and in the inventory taking service shall have issued its final report event that notwithstanding the intention of the parties, such transfer is deemed to Merchant and Agent with regard be a transfer for security, then SLM ELC hereby grants to the inventory. As Interim Eligible Lender Trustee for the benefit of the Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Store leases Purchaser a first priority security interest in and to all Additional Loans described in the conduct related Additional Xxxx of the Sale other than any restrictions on the ability and related Loan Transmittal Summary Form to advertise and conduct the Sale as secure a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right loan in an amount equal to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, Purchase Price of such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7Purchased Loans.
Appears in 1 contract
Conditions and Covenants. The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion In consideration of the following at Purchase Price, SLM ECFC hereby sells to the time Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated October 20, 2004 (the "Master Terms"), and any amendments thereto permitted by its terms, incorporated herein by reference, among SLM ECFC, Funding and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or during Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the time periods indicatedAdditional Loans governed by this Additional Purchase Agreement. SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, unless specifically waived as of the related Purchase Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in writing by both parties: (a) Agent lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Merchant shall have obtained all permits, licenses, authorizations the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Xxxx of Sale and approvals required under applicable laws, rules, regulationsrelated Loan Transmittal Summary Form be, and court or administrative orders necessary be construed as, a valid sale of such Purchased Loans from SLM ECFC to conduct the Sale; provided that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each Interim Eligible Lender Trustee for the benefit of the Stores on or before February 1Purchaser. However, 1997 and in the inventory taking service shall have issued its final report event that notwithstanding the intention of the parties, such transfer is deemed to Merchant and Agent with regard be a transfer for security, then SLM ECFC hereby grants to the inventory. As Interim Eligible Lender Trustee for the benefit of the Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Store leases Purchaser a first priority security interest in and to all Additional Loans described in the conduct related Additional Xxxx of the Sale other than any restrictions on the ability and related Loan Transmittal Summary Form to advertise and conduct the Sale as secure a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right loan in an amount equal to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, Purchase Price of such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7Purchased Loans.
Appears in 1 contract
Conditions and Covenants. The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion In consideration of the following at Purchase Price, SLM ECFC hereby sells to the time Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated February 15, 2005 (the "Master Terms"), and any amendments thereto permitted by its terms, incorporated herein by reference, among SLM ECFC, Funding and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or during Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the time periods indicatedAdditional Loans governed by this Additional Purchase Agreement. SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, unless specifically waived as of the related Purchase Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in writing by both parties: (a) Agent lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Merchant shall have obtained all permits, licenses, authorizations the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Xxxx of Sale and approvals required under applicable laws, rules, regulationsrelated Loan Transmittal Summary Form be, and court or administrative orders necessary be construed as, a valid sale of such Purchased Loans from SLM ECFC to conduct the Sale; provided that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each Interim Eligible Lender Trustee for the benefit of the Stores on or before February 1Purchaser. However, 1997 and in the inventory taking service shall have issued its final report event that notwithstanding the intention of the parties, such transfer is deemed to Merchant and Agent with regard be a transfer for security, then SLM ECFC hereby grants to the inventory. As Interim Eligible Lender Trustee for the benefit of the Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Store leases Purchaser a first priority security interest in and to all Additional Loans described in the conduct related Additional Xxxx of the Sale other than any restrictions on the ability and related Loan Transmittal Summary Form to advertise and conduct the Sale as secure a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right loan in an amount equal to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, Purchase Price of such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7Purchased Loans.
Appears in 1 contract
Samples: Purchase Agreement (SLM Funding LLC)
Conditions and Covenants. The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion In consideration of the following at Purchase Price, SLM ELC hereby sells to the time Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the "Master Terms") and any amendments thereto, incorporated herein by reference, among SLM ELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $1,296,919,957.73, equal to $1,284,079,166.06 (representing the Principal Balance of the Loans accepted for Purchase) multiplied by 101%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or during Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the time periods indicatedLoans governed by this Initial Purchase Agreement. SLM ELC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, unless specifically waived as of the Closing Date. SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in writing by both parties: (a) Agent lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Merchant shall have obtained all permits, licenses, authorizations Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and approvals required under applicable laws, rules, regulationsrelated Loan Transmittal Summary Form be, and court or administrative orders necessary be construed as, a valid sale of such Purchased Loans from SLM ELC to conduct the Sale; provided Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each notwithstanding the intention of the Stores on or before February 1parties, 1997 and the inventory taking service shall have issued its final report such transfer is deemed to Merchant and Agent with regard be a transfer for security, then SLM ELC hereby grants to the inventory. As Interim Eligible Lender Trustee for the benefit of the Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Store leases Funding a first priority security interest in and to all Purchased Loans described in the conduct Initial Xxxx of the Sale other than any restrictions on the ability and related Loan Transmittal Summary Form to advertise and conduct the Sale as secure a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right loan in an amount equal to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, Purchase Price of such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7Purchased Loans.
Appears in 1 contract
