Dealer Agreements. Each Dealer from whom the Seller purchases Receivables has entered into a Dealer Agreement with the Seller providing for the sale of Receivables from time to time by such Dealer to the Seller.
Dealer Agreements. A Dealer Agreement for each Receivable is in effect whereby the Dealer warrants title to the Motor Vehicle and indemnifies the Seller Affiliate that is a party to said Dealer Agreement against the unenforceability of each Receivable sold thereunder, and the rights of such Seller Affiliate thereunder, with regard to the Receivable sold hereunder, have been validly assigned to and are enforceable against the Dealer by the Seller and then to and by the Issuer, along with any Dealer Recourse.
Dealer Agreements. The Dealer that sold each Contract to the Originator has entered into a Dealer Agreement and such Dealer Agreement constitutes the entire agreement between the Originator and the related Dealer with respect to the sale of such Contract to the Originator. Each such Dealer Agreement is in full force and effect and is the legal, valid and binding obligation of such Dealer, there have been no material defaults by such Dealer or by the Originator under such Dealer Agreement; the Originator has fully performed all of its obligations under such Dealer Agreement; the Originator has not made any statements or representations to such Dealer (whether written or oral) inconsistent with any term of such Dealer Agreement; the purchase price (as specified in the applicable Dealer Agreement, if any) for such Contract has been paid in full by the Originator; there is no other payment due to such Dealer from the Originator for the purchase of such Contract; such Dealer has no right, title or interest in or to any Contract; there is no prior course of dealing between such Dealer and the Originator which will affect the terms of such Dealer Agreement; any payment owed to such Dealer by the Originator is a corporate obligation of the Originator in the nature of a bonus for amounts collected by the Originator in excess of the purchase price for a Contract.
Dealer Agreements. The representations and warranties of the Dealer in the Dealer Agreement with respect to each Receivable purchased by the Seller pursuant to such Dealer Agreement were true and correct in all material respects as of the date the Seller acquired such Receivable from that Dealer.
Dealer Agreements. Except as described in each of the Time of Sale Information and Offering Memorandum, the Company or, if applicable, a subsidiary of the Company, has entered into a dealer agreement with each of the manufacturers listed on Schedule 3 hereto (collectively, the “Dealer Agreements”), each of which has been duly authorized, executed and delivered by the Company or the applicable subsidiary, is in full force and effect and constitutes the valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject to applicable federal and state franchise laws except as would not reasonably be expected to have a Material Adverse Effect; except as would not reasonably be expected to have a Material Adverse Effect, the Company or the applicable subsidiaries are in compliance with all terms and conditions of the Dealer Agreements, and, to the best knowledge of the Company and the Guarantors, there has not occurred any default under any of the Dealer Agreements or any event that with the giving of notice or the lapse of time would constitute a default thereunder.
Dealer Agreements. The Distributor may enter into dealer agreements ("Dealer Agreements") with any securities dealer who is registered under the Securities Exchange Act of 1934 (the "1934 Act") and who is a member in good standing of the National Association of Securities Dealers, Inc., who may wish to assist in the distribution of the Class Shares. All such Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit B or in a form that has been reviewed by counsel to the Fund. The Distributor may negotiate the compensation to be paid pursuant to Dealer Agreements. Such payments shall be borne by the Distributor and may not exceed the sums paid to the Distributor under paragraph 7 of this Agreement. The actual payments made by the Distributor and the basis for calculating such payments shall be reported quarterly to the Board of Directors of the Fund.
Dealer Agreements. A list of Company's dealer agreements is set forth in Disclosure Schedule 4,08.
Dealer Agreements. MFI and Sealy each acknowledge that Sealy and MFI have entered into and remain bound by multiple dealer agreements ("Dealer Agreement") with Sealy and Xxxxxxx & Xxxxxx. Those Dealer Agreements and Sealy's Standard Terms and Conditions of Sale shall remain in force and valid after the execution of this Agreement. MFI agrees that to the extent that the terms in the following documents are in conflict that the order of precedence shall be: (i) this Agreement, (ii) Dealer Agreement, (iii) Sealy's Standard Terms and Conditions of Sale, and (iv) terms on any issued purchase order. The parties agree that the termination of one or more of the Dealer Agreements shall not by itself be grounds for termination of this Agreement. The parties further agree that during the term of this Agreement that neither party shall terminate a Dealer Agreement between them without cause. Cause to terminate a dealer agreement shall include: (i) a material breach of any Sealy or Xxxxxxx & Xxxxxx Dealer Agreement which breach continues after having been given thirty (30) days written notice to cure; (ii) failure to support Sealy's and Xxxxxxx & Xxxxxx'x brand image policies as required by Dealer Agreement, for which a notice and an opportunity to cure need not be given; (iii) a party filing a petition for reorganization under the federal Bankruptcy Act; (iv) a party being adjudicated to be bankrupt; (v) appointment of a receiver for a party's business; (vi) a party making a general assignment for the benefit of such party's creditors; and (vii) the filing of an involuntary bankruptcy petition against a party and such petition has not been discharged within sixty (60) calendar days of it being brought.
Dealer Agreements. Except as described in each of the Time of Sale Information and Offering Memorandum, the Company or, if applicable, a subsidiary of the Company, has entered into a dealer agreement with each of the manufacturers listed on Schedule 3 hereto (collectively, the “Dealer Agreements”), each of which has been duly authorized, executed and delivered by the Company or the applicable subsidiary, is in full force and effect and constitutes the valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions and applicable federal and state franchise laws except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or the applicable subsidiaries are in compliance with all terms and conditions of the Dealer Agreements, and, to the knowledge of the Company and the Guarantors, there has not occurred any default under any of the Dealer Agreements or any event that with the giving of notice or the lapse of time would constitute a default thereunder.
Dealer Agreements. In the event that LMWW retains one or more brokers in connection with the offering and sale of shares of the Fund, LMWW shall obtain representations from such broker to the effect that such broker has implemented an anti-money laundering program complying with such broker's legal obligations under the PATRIOT Act.
