GENERAL COVENANTS AND POWER OF ATTORNEY Sample Clauses

GENERAL COVENANTS AND POWER OF ATTORNEY. 61 7.1 Affirmative Covenants of the Seller 61 7.2 Reporting Requirements of the Seller 63 7.3 Negative Covenants of the Seller 64 7.4 Covenants of the Trust, the Agents and the Financial Services Agent 65 Article 8 PERFORMANCE GUARANTEE 65 8.1 Performance Guarantee 65 8.2 Guarantee Unconditional 66 454429v1 8.3 Recourse against Servicer 67 8.4 Authorization by the Performance Guarantor 67 8.5 No Subrogation 67 8.6 Stay of Acceleration 68 8.7 Representations and Warranties 68 8.8 Payments 69 Article 9 INDEMNIFICATION 69 9.1 Indemnification by the Seller 70 9.2 Notification of Potential Liability 72 9.3 Litigation 72 9.4 Tax Indemnity 73 9.5 Tax Credit 73 Article 10 MISCELLANEOUS 74 10.1 Liability of the Trust, the Agents and the Financial Services Agent 74 10.2 Change in Circumstances 75 10.3 Amendments, Waivers, Etc. 76
Sample 1
AutoNDA by SimpleDocs
GENERAL COVENANTS AND POWER OF ATTORNEY. 55 7.1 Affirmative Covenants of the Seller 55 7.2 Reporting Requirements of the Seller 56 7.3 Negative Covenants of the Seller 57 7.4 Covenants of the Trust 58 ARTICLE 8 PERFORMANCE GUARANTEE 59 8.1 Performance Guarantee 59 8.2 Guarantee Unconditional 59 8.3 Recourse against Servicer 60 8.4 Authorization by the Performance Guarantor 60 8.5 No Subrogation 61 8.6 Stay of Acceleration 61 8.7 Representations and Warranties 61 8.8 Payments 63 ARTICLE 9 INDEMNIFICATION 63 9.1 Indemnification by the Seller 63 9.2 Notification of Potential Liability 65 9.3 Litigation 65 9.4 Tax Indemnity 66 9.5 Tax Credit 66 ARTICLE 10 MISCELLANEOUS 67 10.1 Liability of the Trust and the Securitization Agent 67 10.2 Delegation in Favour of Securitization Agent 67 10.3 Change in Circumstances 67 10.4 Amendments, Waivers, Etc. 69 10.5 Notices, Etc. 69 10.6 No Waiver; Remedies 69 10.7 Binding Effect; Assignability 70 10.8 Costs and Expenses 70 10.9 Confidentiality 70 10.10 Effect of Agreement 70 10.11 Agreement Non-Exclusive 71 10.12 No Set-off 71 10.13 Termination 71 10.14 Discharge of Certain Registrations in the Province of Quebec 71 10.15 Execution in Counterparts 71 10.16 Amendment and Restatement 71 Schedule "A" Form of Purchase Request Schedule "B" Location of Records Schedule "C" Form of Servicer Report Schedule "D" Form of Portfolio Certificate Schedule "E" Deposit Accounts Schedule "F" Form of Increase Request Schedule "G" Form of Quebec Assignment Schedule "H" Net Receivables Pool Balance Calculation FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT MEMORANDUM OF AGREEMENT dated as of September 30, 2020. B E T W E E N: AUTOMOTIVE FINANCE CANADA INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter referred to as the "Seller" and the initial "Servicer"), KAR AUCTION SERVICES, INC., a corporation incorporated under the laws of Delaware, (hereinafter referred to as the "Performance Guarantor" or "KAR"), BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and licensed to carry on business as a trustee in each of the provinces of Canada, in its capacity as trustee of Precision Trust, a trust established pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Trust"),
Sample 1
GENERAL COVENANTS AND POWER OF ATTORNEY. 8.1 Affirmative Covenants of the Lessor................................................ 73 8.2 Reporting Requirements of the Lessor............................................... 76 8.3 Negative Covenants of the Lessor................................................... 78 8.4 Power of Attorney; Further Assurances.............................................. 79
Sample 1
GENERAL COVENANTS AND POWER OF ATTORNEY. 8.1 Affirmative Covenants of the Lessor ----------------------------------- From the date hereof until the Final Termination Date, the Lessor covenants and agrees that it will, unless the Concurrent Lessee, with the approval of the Rating Agency and the Credit Enhancer, shall otherwise consent in writing:
Sample 1
GENERAL COVENANTS AND POWER OF ATTORNEY. WSLegal\047083\00034\12027575v8 I\5470303.2
Sample 1
GENERAL COVENANTS AND POWER OF ATTORNEY 
Sample 1Sample 2Sample 3See All (4)

Related to GENERAL COVENANTS AND POWER OF ATTORNEY

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Further Representations, Warrants and Covenants Buyer hereby represents warrants, covenants and agrees as follows:

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws.

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to:

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the termination of this Agreement:

  • Covenants and Warranties Grantor represents, warrants, covenants and agrees as follows:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.