Incremental Transfers Sample Clauses
Incremental Transfers. Subject to Section 2.1, the Transferor shall, by notice to each Group Agent given by telecopy, offer to convey, transfer and assign to the Funding Agent, for the benefit of the Transferees, undivided percentage ownership interests in the Receivables and Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") at least three (3) Business Days prior to the proposed date of any Incremental Transfer. Each such notice shall specify (i) the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $100,000 in excess thereof) or, to the extent that the then available unused portion of the Facility Limit is less than such amount, such lesser amount equal to such available portion of the Facility Limit and each Transferee Group's Share of such Transfer Price; (ii) the desired date of such Incremental Transfer; and (iii) if such Incremental Transfer is to be funded as a BR Tranche or a Eurodollar Tranche, the desired Tranche Period(s) (it being understood that all CP Tranches shall have a Tranche Period as defined in the definition of CP Tranche Period). Each Incremental Transfer shall be subject to the condition precedent that the Collection Agent shall have delivered to the Funding Agent and each Group Agent, as and when due in accordance with this Agreement, a completed Deposit Report prior to the desired date of such Incremental Transfer, together with such other additional information as the Funding Agent or the Group Agent may reasonably request. Each Group Agent shall immediately notify the members of its Transferee Group of a request for an Incremental Transfer received by it. On the date requested for such Incremental Transfer (provided the prior notice for such Incremental Transfer has been given), each Group Agent shall deposit to the Transferor's account at the location indicated in Section 9.3 hereof, in immediately available funds, an amount equal to its Transferee Group's Share of the cash portion of the Transfer Price for such Incremental Transfer. Each notice of proposed Incremental Transfer shall be irrevocable and binding on the Transferor, and the Transferor shall indemnify the Transferees against any loss or expense
Incremental Transfers. With respect to each Class, upon the terms and subject to the conditions herein set forth and provided that a Termination Event or a Potential Termination Event or the Termination Date for such Class shall not have occurred and be continuing, the Transferor may, at its option, convey, transfer and assign to the Administrative Agent on behalf of the applicable Class Investors for such Class and the Administrative Agent, on behalf of the Class Conduit for such Class may, at the option of such Class Conduit, or the Administrative Agent on behalf of the Bank Investors for such Class provided that such Bank Investors shall have previously accepted the assignment by the related Class Conduit of all of such Class Conduit’s interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an “Incremental Transfer”); provided that after giving effect to the payment to the Transferor of the Transfer Price therefor (i) the Net Investment for such Class shall not exceed the Maximum Net Investment for such Class, (ii) the sum of the Net Investment for such Class plus, in the case where the Class Conduit for such Class holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by such Class Conduit (or its related commercial paper issuer if the Class Conduit does not itself issue commercial paper) shall not exceed the Facility Limit for such Class and (iii) the Aggregate Percentage Factor shall not exceed the Maximum Percentage Factor; and, provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transfer. All Incremental Transfers shall be made on a pro rata basis to each Class (based upon the relation of the Maximum Net Investment for such Class to the Aggregate Maximum Net Investment). The Transferor shall, by notice to the Administrative Agent given by telecopy, offer to convey, transfer and assign to the Administrative Agent, on behalf of any of the applicable Class Investors, undivided percentage ownership interests in the Receivables and the other Affected Assets relating thereto not later than 3:00 p.m. (New York time) on the ...
Incremental Transfers. Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents,
Incremental Transfers. 32 SECTION 2.3.
Incremental Transfers. Prior to the Termination Date, upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, (x) the Transferor may, at its option from time to time on a Weekly Report Date, convey, sell, transfer and assign to the Administrative Agent, on behalf of PARCO (prior to an occurrence of a PARCO Wind-Down Event), Redwood (prior to a Redwood Termination Date), Liberty (prior to a Liberty Termination Event) and to the PARCO APA Banks (following an occurrence of a PARCO Wind-Down Event) and (y) the Administrative Agent, on behalf of PARCO, may, at the direction of PARCO from time to time (prior to an occurrence of a PARCO Wind-Down Event), and the Administrative Agent, on behalf of Redwood (prior to an occurrence of a Redwood Termination Date), Liberty (prior to an occurrence of a Liberty Termination Event) and the PARCO APA Banks (following an occurrence of a PARCO Wind-Down Event but subject to Section 2.2 of the PARCO Asset Purchase Agreement), shall accept such sale, conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, of undivided percentage ownership interests in the Receivables, together with Related Security, the Required Currency Hedge, Collections and Proceeds with respect thereto (each, an "Incremental Transfer"); provided that after giving effect to each Incremental Transfer, (i) the Aggregate Net Investment shall not exceed the Facility Limit, (ii) in the case of PARCO and the PARCO APA
Incremental Transfers. Upon the terms and subject to the conditions herein set forth and provided that the Enterprise Termination Date (with respect to Enterprise and the Enterprise Bank Investors), the Atlantic Termination Date (with respect to Atlantic and the Atlantic Bank Investors) or the Liberty Termination Date (with respect to Liberty and the Liberty Bank Investors) shall not have occurred, the Transferor may, at its option, convey, transfer and assign to the Agent on behalf of Enterprise or the Enterprise Bank Investors, Atlantic or the Atlantic Bank Investors, and Liberty or the Liberty Bank Investors, as applicable, and the Agent, on behalf of Enterprise, Atlantic and/or Liberty, as applicable, may, at its option, or the Agent on behalf of the Enterprise Bank Investors, the Atlantic Bank Investors and/or the Liberty Bank Investors, as applicable, provided that the Enterprise Bank Investors, the Atlantic Bank Investors and/or the Liberty Bank Investors, as applicable, shall have previously accepted the assignment by Enterprise (in the case of the Enterprise Bank Investors), Atlantic (in the case of the Atlantic Bank Investors) and/or Liberty (in the case of the Liberty Bank Investors) of all of its interest in the Affected Assets, shall, if so requested by the Transferor, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "INCREMENTAL TRANSFER"); PROVIDED that after giving effect to the payment to the Transferor of such Transfer Price (i) the Enterprise Net Investment shall not exceed the Enterprise Maximum Net Investment, (ii) the Atlantic Net Investment shall not exceed the Atlantic Maximum Net Investment, (iii) the Liberty Net Investment shall not exceed the Liberty Maximum Net Investment, (iv) the sum of the Enterprise Net Investment PLUS, in the case where Enterprise holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by Enterprise would not exceed the Enterprise Facility Limit, (v) the sum of the Atlantic Net Investment PLUS, in the case where Atlantic holds a portion of the Transferred Interest, the Interest Component of all outstanding Related Commercial Paper issued by Atlantic would not exceed the Atlantic Facility Limit, (vi) the sum of the Liberty Net Investment PLUS, in the case wher...
Incremental Transfers. Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Company, and the Company shall accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security and Collections with respect thereto (each, an "Incremental Transfer") from time to time prior to the Termination Date for an aggregate Transfer Price not to exceed the Maximum Net Investment. The Transferor shall by notice given by telefax offer to convey, transfer and assign to the Company undivided percentage ownership interests in the Receivables at least three (3) Business Days prior to the proposed date of transfer. Each such notice shall specify the desired Transfer Price (which shall be at least $1,000,000 or integral multiples of $250,000 (or to the extent that the then unused portion of the Maximum Net Investment is less than $250,000, such lesser amount) in excess thereof) and the desired date of such Incremental Transfer, together with the desired Tranche Period (or range) related thereto as required by Section 2.3. The Company shall accept such offer to convey, transfer and assign undivided percentage ownership interests by notice given to the Transferor by telephone or telefax. Each notice of proposed Transfer shall be irrevocable and binding on the Transferor and the Transferor shall indemnify the Company against any loss or expense incurred by the Company, either directly or through the Liquidity Provider Agreement as a result of any failure by the Transferor to complete such Incremental Transfer including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the Company, either directly or pursuant to the Liquidity Provider Agreement, by reason of the liquidation or reemployment of funds acquired by the Company or the Liquidity Provider (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) for the Company to fund such Incremental Transfer. Notwithstanding any other provision hereof, the Company shall have no obligation to accept any Transfer if it is unable to obtain funds therefor in the commercial paper market or under the Liquidity Provider Agreement. On the date of the initial Incremental Transfer, the Company shall deliver written confirmation t...
Incremental Transfers. Upon the terms and subject to the conditions herein set forth the Transferor may, at its option, convey, transfer and assign to the Company, Sheffield or the Bank Investors, as applicable, and (y) the Company may, at its option, or Sheffield and the Bank Investors shall, if so requested, accept such conveyance, transfer and assignment from the Transferor, without recourse except as provided herein, undivided percentage ownership interests in the Receivables, together with Related Security, Collections and Proceeds with respect thereto (each, an "Incremental Transfer") from time to time prior to the occurrence of the Enterprise Termination Date (with respect to the Company and the Bank Investors) or the Sheffield Termination Date (with respect to Sheffield); provided that after giving effect to the issuance of Related Commercial Paper, or any drawings under any Liquidity Provider Agreement or any Credit Support Agreement, to fund the cash portion of the Transfer Price of any Incremental Transfer and the payment to the Transferor of the cash portion of such Transfer Price