No Proceedings Sample Clauses

No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documents.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the its knowledge of the Seller, threatened against the Seller it before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over it or its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, (iiB) seek seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the its performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other Transaction Documentsfederal, state or local tax attributes of the Certificate.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerSellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller before or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Related Documents, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Related Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal income tax or other Transaction Documentsfederal, state or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under the Sale and Servicing Agreement.
No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the SellerSantander Consumer, threatened against the Seller Santander Consumer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Santander Consumer of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or (iv) relate to Santander Consumer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There To the Depositors knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to other tribunal or governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsBasic Document, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Document, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Depositor of its obligations under this Agreement under, or the validity or enforceability of, any Basic Document or (iv) seeking to adversely affect the federal income tax attributes of the other Transaction DocumentsNotes or the Certificates.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerSellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other Transaction Documentsfederal, state or local tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerServicers knowledge, threatened against the Seller Servicer, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (D) seeking to adversely affect the federal income tax or other Transaction Documents.federal, state or local tax attributes of the Notes;
No Proceedings. There To the Depositors knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by under this Agreement or any of the other Transaction Documents or Agreement, (iii) seek any seeking a determination or ruling that would materially and adversely reasonably be expected to have a material adverse effect on the Depositors ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Seller Depositor of its obligations under this Agreement under, or any the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the other Transaction DocumentsIssuer or the Notes.
No Proceedings. There To the Asset Representations Reviewers knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Asset Representations Reviewer or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Asset Representations Reviewers ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Depositors knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to other tribunal or governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsBasic Document, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Document, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Depositor of its obligations under this Agreement under, or the validity or enforceability of, any Basic Document, or (iv) seeking to adversely affect the federal income tax attributes of the other Transaction DocumentsNotes or the Certificates.
No Proceedings. There To Ally Autos knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before other tribunal or by any Governmental Authority that governmental instrumentality having jurisdiction over Ally Auto or its properties (i) assert asserting the invalidity or unenforceability of this Agreement and the First Step Receivables Assignment, or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Ally Auto of its obligations under under, or the validity or enforceability of, this Agreement or any of and the other Transaction DocumentsFirst Step Receivables Assignment.
No Proceedings. There are no actions, orders, suits or proceedings pending in which the Depositor has been served or, to the knowledge of the SellerDepositor, threatened proceedings or investigations that are pending or threatened, in each case against the Seller Depositor, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal, or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Basic Document or (iiiC) seek seeking any determination or ruling that that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Seller Depositor of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There As of the date of the Underwriting Agreement, the Preliminary Prospectus Date, Prospectus Date and the Closing Date, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerCNHCRs knowledge, threatened against the Seller CNHCR, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over CNHCR or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller CNHCR of its obligations under under, or the validity or enforceability of, this Agreement or any of otherwise be material to the other Transaction DocumentsNoteholders, except as otherwise may be described in the Preliminary Prospectus or the Prospectus.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerDepositor, threatened against the Seller Depositor before any court, regulatory body, administrative agency or by any Governmental Authority that other governmental instrumentality having jurisdiction over the Depositor or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Notes or the Certificates, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture, the Trust Agreement or any of the other Transaction Documents or Documents, (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (iv) that, in the reasonable judgment of the Depositor, would adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Trust or of the Notes or the Certificates.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerServicer, threatened threatened, against the Seller Servicer before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Servicer would materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There As of the date of the Underwriting Agreement, the Preliminary Prospectus Date, the Prospectus Date and the Closing Date, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerServicers knowledge, threatened against the Seller Servicer, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of otherwise be material to the other Transaction Documents.Noteholders, except as otherwise may be disclosed on the Preliminary Prospectus or the Prospectus; and
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the Seller, threatened against the Seller Seller, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerPurchaser, threatened against the Seller Purchaser, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Seller Purchaser of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There As of the date of the Underwriting Agreement, Preliminary Prospectus Date, the Prospectus Date and the Closing Date, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerSellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of otherwise be material to the other Transaction DocumentsNoteholders, except as otherwise may be disclosed in the Preliminary Prospectus or the Prospectus.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerTransferor, threatened against the Seller Transferor, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iiiC) seek seeking any determination or ruling that that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Seller Transferor of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Asset Representations Reviewers knowledge, there are no actionsproceedings or investigations pending or threatened in writing before any court, ordersregulatory body, suits administrative agency, or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Asset Representations Reviewer or by any Governmental Authority that its properties: (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation completion of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iiiC) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Asset Representations Reviewers ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerTransferee, threatened against the Seller Transferee, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iiiC) seek seeking any determination or ruling that that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Seller Transferee of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actions, orders, suits or proceedings pending in which the Transferee has been served or, to the knowledge of the SellerTransferee, threatened proceedings or investigations that are pending or threatened, in each case against the Seller Transferee, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iiiC) seek seeking any determination or ruling that that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Seller Transferee of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are is no actionsaction, orders, suits suit or proceedings pending or, to the knowledge of the Seller, threatened against the Seller proceeding before or by any Governmental Authority that court or governmental agency or body, domestic or foreign, now pending, or to the Seller's knowledge, threatened, against or affecting the Seller: (i) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Trust Agreement, the Indenture, the Securities Account Control Agreement, the Certificate, the Notes or any of the other Transaction Basic Documents, (ii) seek seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement Agreement, the Trust Agreement, or any of the other Transaction Documents or Indenture, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement Agreement, the Trust Agreement, the Indenture, the Certificate or any the Notes, or (iv) relating to the Seller and which might adversely affect the federal income tax attributes of the other Transaction DocumentsIssuer, the Certificate or the Notes.
No Proceedings. There are is no actionsaction, orders, suits suit or proceedings pending or, to the knowledge of the Seller, threatened against the Seller proceeding before or by any Governmental Authority that court or governmental agency or body, domestic or foreign, now pending, or to the Servicer's knowledge, threatened, against or affecting the Servicer: (i) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Trust Agreement, the Indenture, the Certificate or any of the other Transaction DocumentsNotes, (ii) seek seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement Agreement, the Trust Agreement, the Indenture or any of the other Transaction Documents or Basic Document, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement Agreement, the Trust Agreement, the Indenture, the Certificate or any the Notes, or (iv) relating to the Servicer and which might adversely affect the federal or state income, excise, franchise or similar tax attributes of the other Transaction DocumentsNotes.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerPurchaser, threatened against the Seller Purchaser, before any court, regulatory body, administrative agency, or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Related Documents, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Related Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Purchaser of its obligations under under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, Certificates, pass-through certificates or other Transaction Documentssimilar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.
No Proceedings. There To the Servicers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to other tribunal or governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement and the Further Transfer and Servicing Agreements or any of the other Transaction DocumentsSecurities issued thereunder, (iiB) seek seeking to prevent the issuance of the Notes such Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Further Transfer and Servicing Agreements, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect this Agreement, the performance by the Seller Servicer of its obligations under this Agreement under, or any of the other Transaction Documentsvalidity or enforceability of, the Further Transfer and Servicing Agreements.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerPurchaser, threatened against the Seller Purchaser, before any court, regulatory body, administrative agency, or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Related Documents, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Related Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Purchaser of its obligations under under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other Transaction Documentssimilar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.
No Proceedings. There are no actions, orderssuits, suits investigations or proceedings pending or, to the knowledge of the SellerServicer, threatened against the Seller Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits suits, investigations or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or the collectability or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are no actions, orderssuits, suits investigations or proceedings pending or, to the knowledge of the SellerServicer, threatened against the Seller Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are is no actionsaction, orders, suits suit or proceedings pending or, to the knowledge of the Seller, threatened against the Seller proceeding before or by any Governmental Authority that court or governmental agency or body, domestic or foreign, now pending, or to the Seller's knowledge, threatened, against or affecting the Seller: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the SellerServicer, threatened against the Seller Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There To the Sellers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsFirst Step Receivables Assignment, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents First Step Receivables Assignment, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of and the other Transaction DocumentsFirst Step Receivables Assignment.
No Proceedings. There are no actionsproceedings or investigations, orders, suits or proceedings pending or, to the best knowledge of the SellerTransferor, threatened against the Seller Transferor before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAssignment, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Assignment, (iii) seek seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Assignment or (iv) seeking any determination or ruling that would materially and adversely affect the performance by the Seller validity or enforceability of its obligations under this Agreement or any of the other Transaction Documents.Assignment; and
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the Seller, threatened threatened, against the Seller before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Seller would materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There To the Administrators knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Administrator or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by under this Agreement or any of the other Transaction Documents or (iii) seek any seeking a determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Administrators ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are is no actionsaction, orders, suits suit or proceedings pending or, to the knowledge of the Seller, threatened against the Seller proceeding before or by any Governmental Authority that court or governmental agency or body, domestic or foreign, now pending, or to the Purchaser's knowledge, threatened, against or affecting the Purchaser: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Purchaser of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerPurchaser, threatened threatened, against the Seller Purchaser before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Purchaser would materially and adversely affect the performance by the Seller Purchaser of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge best of the SellerServicers knowledge, threatened against threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller before Servicer or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Trust Agreement, the Indenture, the Purchase Agreement, the Certificates or any of the other Transaction Documents, Notes; (ii) seek seeking to prevent the issuance of the Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement Agreement, the Trust Agreement, the Indenture or any of the other Transaction Documents or Purchase Agreement; (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement Agreement, the Trust Agreement, the Indenture, the Purchase Agreement, the Certificates or the Notes; or (iv) relating to the Servicer and that would adversely affect the federal or any state income tax attributes of the other Transaction DocumentsCertificates or the Notes.
No Proceedings. There To the Issuers knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Issuer or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsDocuments or the Notes, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek seeking any determination or ruling that would materially and adversely reasonably be expected to have a material adverse effect on the Issuers ability to perform its obligations under, or the validity or enforceability of, the Transaction Documents or the Notes or (iv) relating to the Issuer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than the proceedings that, to the Issuers knowledge, would not reasonably be expected to have a material adverse effect on the Issuer, the performance by the Seller Issuer of its obligations under this Agreement under, or any the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the other Transaction DocumentsIssuer or the Notes.
No Proceedings. There To the Indenture Trustees knowledge, there are no actionsproceedings or investigations pending or threatened in writing before any federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Indenture Trustee or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsDocuments to which it is a party, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents to which it is a party or (iii) seek any seeking a determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Indenture Trustees ability to perform its obligations under this Agreement under, or any of the other validity or enforceability of, the Transaction DocumentsDocuments to which it is a party.
No Proceedings. There To the Sellers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of and the other Transaction DocumentsFirst Step Receivables Assignment, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of and the other Transaction Documents First Step Receivables Assignment, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of and the other Transaction DocumentsFirst Step Receivables Assignment.
No Proceedings. There To the Asset Representations Reviewer's knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Asset Representations Reviewer or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Asset Representations Reviewer's ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Asset Representations Reviewers knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Asset Representations Reviewer or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iiiC) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Asset Representations Reviewers ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Sponsors knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Sponsor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by under this Agreement or any of the other Transaction Documents or Agreement, (iii) seek any seeking a determination or ruling that would materially and adversely reasonably be expected to have a material adverse effect on the Sponsors ability to perform its obligations under, or the validity or enforceability of, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Sponsor, the performance by the Seller Sponsor of its obligations under this Agreement under, or any the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the other Transaction DocumentsIssuer or the Notes.
No Proceedings. There are no actions, orders, suits suits, investigations or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or the collectibility or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There To the Servicers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to other tribunal or governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Pooling Agreement, the Further Transfer Agreements or any of the other Transaction DocumentsSecurities issued thereunder, (iiB) seek seeking to prevent the issuance of the Notes such Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Further Transfer Agreements, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect this Agreement, the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement, the Pooling Agreement or any of the other Transaction DocumentsFurther Transfer Agreements.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerCNHCAs best knowledge, threatened against the Seller threatened, before any court, regulatory body, administrative agency or by any Governmental Authority that other governmental instrumentality having jurisdiction over CNHCA or its properties: (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iiiC) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller CNHCA of its obligations under under, or the validity or enforceability of, this Agreement or any Agreement. As of the other Transaction Documentsdate of the Underwriting Agreement, Preliminary Prospectus Date, Prospectus Date and the Closing Date, there are no legal proceedings pending against CNHCA, or of which any property of CNHCA is subject, that are material to the Noteholders, and no such legal proceedings are known to CNHCA to be contemplated by any governmental authority.
No Proceedings. There To the Servicers best knowledge, there are no actionsproceedings or investigations pending or threatened before any court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates or (iv) relating to the Servicer and which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.
No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or the collectibility or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the Seller's knowledge, threatened against the Seller before any court, regulatory body, administrative agency or by any Governmental Authority that other governmental instrumentality having jurisdiction over the Seller or its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of other Basic Document to which the other Transaction DocumentsSeller is a party, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of other Basic Document to which the other Transaction Documents Seller is a party or (iiiC) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of other Basic Document to which the other Transaction DocumentsSeller is a party.
No Proceedings. There To the Servicers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to other tribunal or governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Pooling Agreement, the Further Transfer Agreements or any of the other Transaction DocumentsSecurities issued thereunder, (iiB) seek seeking to prevent the issuance of the Notes such Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Further Transfer Agreements or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect this Agreement, the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement, the Pooling Agreement or any of the other Transaction DocumentsFurther Transfer Agreements.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerCNHICAs best knowledge, threatened against the Seller threatened, before any court, regulatory body, administrative agency or by any Governmental Authority that other governmental instrumentality having jurisdiction over CNHICA or its properties: (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iiiC) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller CNHICA of its obligations under under, or the validity or enforceability of, this Agreement or any Agreement. As of the other Transaction Documentsdate of the Underwriting Agreement, Preliminary Prospectus Date, Prospectus Date and the Closing Date, there are no legal proceedings pending against CNHICA, or of which any property of CNHICA is subject, that are material to the Noteholders, and no such legal proceedings are known to CNHICA to be contemplated by any governmental authority.
No Proceedings. There To the Owner Trustees knowledge, there are no actionsproceedings or investigations pending or threatened in writing, ordersbefore a federal or State court, suits regulatory body, administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Owner Trustee or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any seeking a determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Owner Trustees ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Sponsors knowledge, there are no actionsproceedings or investigations pending or overtly threatened in writing before any court, ordersfederal or state regulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Sponsor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Sponsors ability to perform its obligations under this Agreement or any the validity or enforceability of the other Transaction Documentsthis Agreement.
No Proceedings. There To the Depositors knowledge, there are no actionsproceedings or investigations pending or overtly threatened in writing, ordersbefore any court, suits regulatory body, administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Depositors ability to perform its obligations under this Agreement or any the validity or enforceability of the other Transaction Documentsthis Agreement.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge best of the SellerDepositors knowledge, threatened against threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller before Depositor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, Agreement; (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Agreement; (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement Agreement; or (iv) relating to the Depositor and that would adversely affect the federal or any state income tax attributes of the other Transaction DocumentsTrust, the Certificates or the Notes.
No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the SellerVCI, threatened against the Seller VCI before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller VCI of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to VCI that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There To the RPA Seller's knowledge, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the RPA Seller, threatened against the Seller RPA Seller, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the RPA Seller, would materially and adversely affect the performance by the RPA Seller of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Purchaser's knowledge, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerPurchaser, threatened against the Seller Purchaser, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Seller Purchaser of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Depositor's best knowledge, there are no actionsproceedings or investigations pending or threatened before any court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Indenture or any of the other Transaction Basic Documents, the Notes or the Certificates, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates or (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.
No Proceedings. There To the Servicer's best knowledge, there are no actionsproceedings or investigations pending or threatened before any court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates or (iv) relating to the Servicer and which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.
No Proceedings. There To the Depositors best knowledge, there are no actionsproceedings or investigations pending or threatened before any court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement Agreement, the Indenture or any of the other Transaction Basic Documents, the Notes or the Certificates, (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates or (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the Certificates.
No Proceedings. There To the Sellers knowledge, there are no actionsproceedings or investigations pending, ordersor threatened, suits before any court, regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of and the other Transaction Documentsrelated First Step Receivables Assignment, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of and the other Transaction Documents related First Step Receivables Assignment, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of and the other Transaction Documents.First Step Receivables Assignments; and
No Proceedings. There To CARIs knowledge, there are no actionsproceedings or investigations pending or threatened, ordersbefore any court, suits regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before other tribunal or by any Governmental Authority that governmental instrumentality having jurisdiction over CARI or its properties (i) assert asserting the invalidity or unenforceability of this Agreement and the First Step Receivables Assignments, or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller CARI of its obligations under under, or the validity or enforceability of, this Agreement or any of and the other Transaction DocumentsFirst Step Receivables Assignments.
No Proceedings. There are no actions, orders, suits or proceedings Proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or the collectibility or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There To the Servicers knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsDocuments or the Notes, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek seeking any determination or ruling that would materially reasonably be expected to have a material adverse effect on the Servicers ability to perform its obligations under, or the validity or enforceability of, the Transaction Documents or the Notes or (iv) relating to the Servicer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than the proceedings that, to the Servicers knowledge, would not reasonably be expected to have a material adverse effect on the Servicer and adversely affect its subsidiaries considered as a whole, the performance by the Seller Servicer of its obligations under this Agreement under, or any the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the other Transaction DocumentsIssuer or the Notes.
No Proceedings. There To the Owner Trustees knowledge, there are no actionsproceedings or investigations pending or overtly threatened in writing, ordersbefore any court, suits regulatory body, administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Owner Trustee or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Owner Trustees ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There To the Issuers knowledge, there are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge or overtly threatened in writing before any court or other governmental authority of the Seller, threatened against the Seller before or by any Governmental Authority that State of Delaware: (i) assert asserting the invalidity or unenforceability of this Agreement Indenture or any of the other Transaction Documents, Notes (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Indenture or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by Trust Property or the Seller of Issuers ability to perform its obligations under under, or the validity or enforceability of this Agreement Indenture or any of the other Transaction DocumentsNotes.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerServicer's knowledge, threatened threatened, against the Seller Servicer before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, ; (ii) seek seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents; (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction Basic Documents; or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Securities.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerServicers knowledge, threatened against the Seller Servicer, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Basic Documents, or (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (D) seeking to adversely affect the federal income tax or other Transaction Documents.federal, state or local tax attributes of the Notes;
No Proceedings. There are no actionsproceedings or investigations, orders, suits or proceedings pending or, to the best knowledge of the SellerTrust, threatened against the Seller Trust before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAssignment, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Assignment, (iii) seek seeking any determination or ruling that, in the reasonable judgment of the Trust, would materially and adversely affect the performance by the Trust of its obligations under this Assignment or (iv) seeking any determination or ruling that would materially and adversely affect the performance by the Seller validity or enforceability of its obligations under this Agreement or any of the other Transaction Documents.Assignment; and
Appears in 21 contracts
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerSellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (iv) seeking to adversely affect the federal income tax or other Transaction Documentsfederal, state or local tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerAsset Representations Reviewer, threatened against in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller before Asset Representations Reviewer or by any Governmental Authority that its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iiiC) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Asset Representations Reviewer's ability to perform its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the Seller's knowledge, threatened against threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsBasic Document, (ii) seek seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller of its obligations under this Agreement under, or any the validity or enforceability of, the Basic Documents or the Securities or (iv) relating to the Seller and which might adversely affect the federal income tax attributes of the other Transaction DocumentsSecurities.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsBasic Document, (ii) seek seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents, (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under this Agreement under, or any the validity or enforceability of, the Basic Documents or the Securities or (iv) relating to the Servicer and which might adversely affect the federal income tax attributes of the other Transaction DocumentsSecurities.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of Transferor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller, threatened against the Seller before Transferor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Basic Documents, ; (ii) seek seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Documents; (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Transferor of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction Basic Documents; or (iv) relating to the Transferor and that might adversely affect the federal income tax or state income or franchise tax attributes of the Notes or the Trust Certificates.
No Proceedings. There To the best of WOARs knowledge, there are no actionsproceedings or investigations pending or threatened, ordersbefore any court, suits regulatory body, administrative agency or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before other governmental instrumentality having jurisdiction over WOAR or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Agreement, (iii) seek seeking any determination or ruling that would could reasonably be expected to materially and adversely affect the performance by the Seller WOAR of its obligations under under, or the validity or enforceability of, this Agreement or any (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the other Transaction DocumentsNotes or the Certificates.
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerBackup Servicers knowledge, threatened against the Seller Backup Servicer, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Backup Servicer or its properties (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsBasic Documents to which the Backup Servicer is a party, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Basic Documents or to which the Backup Servicer is a party, (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Backup Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the Basic Documents to which the Backup Servicer is a party or (D) seeking to adversely affect the federal income tax or other Transaction Documents.federal, state or local tax attributes of the Notes;
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerDepositor's knowledge, threatened threatened, against the Seller Depositor before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, Basic Document; (ii) seek seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Basic Document; (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement or any other Basic Document; or (iv) seeking to adversely affect the federal income tax attributes of the other Transaction DocumentsTrust, the Notes or the Certificates.
No Proceedings. There are no actionsNo litigation or administrative proceeding of or before any court, orderstribunal or governmental body is currently pending, suits or proceedings pending or, to the knowledge of the SellerIssuer, threatened threatened, against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement Issuer or any of its respective properties or with respect to the Issuer Documents or any other Transaction DocumentsDocument to which the Issuer is a party that, if adversely determined, would have a material adverse effect on the business, properties, assets or condition (iifinancial or otherwise) seek to prevent the issuance of the Notes Issuer or the consummation of any of the transactions contemplated by this Agreement the Issuer Documents or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect to which the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsIssuer is a party.
No Proceedings. There are no actions, orders, suits or proceedings Proceedings pending or, to the knowledge of the SellerBank, threatened against the Seller Bank before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Bank of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to the Bank that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits or proceedings Proceedings pending or, to the knowledge of the SellerServicer, threatened against the Seller Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller Servicer of its obligations under this Agreement or any of the other Transaction Documents, or (iv) relate to the Servicer that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerPurchaser, threatened threatened, against the Seller Purchaser before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsReceivables Purchase Agreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Receivables Purchase Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Seller Purchaser of its obligations under under, or the validity or enforceability of, this Receivables Purchase Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the Seller, threatened threatened, against the Seller before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsReceivables Purchase Agreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Receivables Purchase Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Receivables Purchase Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of the SellerBackup Servicer, threatened threatened, against the Seller Backup Servicer before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Backup Servicer or its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek seeking any determination or ruling that that, in the reasonable judgment of the Backup Servicer would materially and adversely affect the performance by the Seller Backup Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsReceivables.
No Proceedings. There are no actions, orders, suits or proceedings pending in which the Transferor has been served or, to the knowledge of the SellerTransferor, proceedings or investigations that are pending or threatened in each case against the Seller Transferor, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal, or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Basic Document, or (iiiC) seek seeking any determination or ruling that that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Seller Transferor of its obligations under this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of Depositors knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, Basic Documents to which it is party; (ii) seek seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Basic Documents or to which it is a party; (iii) seek seeking any determination or ruling that would be likely materially and adversely to affect the performance by the Seller Depositor of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsBasic Documents to which it is a party; or (iv) relating to the Depositor and that would be likely materially and adversely to affect the federal income tax or any state income tax attributes of the Issuing Entity, the Notes or the Trust Certificates.
No Proceedings. There To the Depositors knowledge, there are no actionsproceedings or investigations pending or threatened in writing before a federal or State court, ordersregulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Depositor or by any Governmental Authority that its properties (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsDocuments or the Notes, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any completion of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek seeking any determination or ruling that would materially and adversely reasonably be expected to have a material adverse effect on the Depositors ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or the Notes or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Seller Depositor of its obligations under this Agreement under, or any the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the other Transaction DocumentsIssuer or the Notes.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge best of the SellerSellers knowledge, threatened against threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller before or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement, the Trust Agreement or any of the other Transaction DocumentsIndenture, the Certificates or the Notes; (ii) seek seeking to prevent the issuance of the Certificates, or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement or any of the other Transaction Documents or Indenture; (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under under, or the validity or enforceability of, this Agreement Agreement, the Trust Agreement, the Indenture, the Certificates or the Notes; or (iv) relating to the Seller and that would adversely affect the federal or any state income tax attributes of the other Transaction DocumentsIssuer, the Certificates or the Notes.
No Proceedings. There are is no actionsaction, orders, suits suit or proceedings pending or, to the knowledge of the Seller, threatened against the Seller proceeding before or by any Governmental Authority that court or governmental agency or body, domestic or foreign, now pending, or to the Issuers knowledge, threatened, against or affecting the Issuer: (i) assert asserting the invalidity or unenforceability of this Agreement Indenture, the Notes or any of the other Transaction DocumentsDocuments to which the Issuer is a party, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement Indenture, or any of the other Transaction Documents, (iii) seeking any determination or ruling which could reasonably be expected to have an Adverse Effect or could reasonably be expected to materially and adversely affect the condition (financial or otherwise), business or operations of the Issuer, or (iv) relating to the Issuer and which could reasonably be expected to adversely affect the United States federal income tax attributes of the Notes.
No Proceedings. There are no actions, orders, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Documents, (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction DocumentsDocuments or the collectibility or enforceability of the Receivables, or (iv) relate to the Seller that would materially and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.
No Proceedings. There are is no actionslitigation, orders, suits proceedings or proceedings investigations pending or, to the best knowledge of the SellerServicer, threatened against the Seller Servicer, before or by any Governmental Authority that (i) assert asserting the legality, invalidity or unenforceability enforceability of this Agreement or any of the other Transaction DocumentsDocument to which the Servicer is a party, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document to which the Servicer is a party or (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documentscould reasonably be expected to have Material Adverse Effect.
No Proceedings. There are is no actionslitigation, orders, suits proceedings or proceedings investigations pending or, to the best knowledge of the SellerServicer, threatened against the Seller Servicer, before or by any Governmental Authority that (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsDocument to which the Servicer is a party, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Document to which the Servicer is a party or (iii) seek seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documentscould reasonably be expected to have Material Adverse Effect.
No Proceedings. There are no actionsproceedings or investigations, orders, suits or proceedings pending or, to the best knowledge of the SellerTrust, threatened against the Seller Trust before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAssignment, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or Assignment, (iii) seek seeking any determination or ruling that, in the reasonable judgment of the Trust, would materially and adversely affect the performance by the Transferor of its obligations under this Assignment or (iv) seeking any determination or ruling that would materially and adversely affect the performance by the Seller validity or enforceability of its obligations under this Agreement or any of the other Transaction Documents.Assignment; and
Appears in 14 contracts
No Proceedings. There To the Sponsor's knowledge, there are no actionsproceedings or investigations pending or overtly threatened in writing before any court, ordersfederal or state regulatory body, suits administrative agency or proceedings pending or, to other governmental instrumentality having jurisdiction over the knowledge of the Seller, threatened against the Seller before Sponsor or by any Governmental Authority that its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iii) seek seeking any determination or ruling that would materially and adversely affect reasonably be expected to have a material adverse effect on the performance by the Seller of Sponsor's ability to perform its obligations under this Agreement or any the validity or enforceability of the other Transaction Documentsthis Agreement.
No Proceedings. There are no actions, orders, suits or proceedings pending in which the Transferor has been served or, to the knowledge of the SellerTransferor, threatened proceedings or investigations that are pending or threatened, in each case against the Seller Transferor, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal, or governmental instrumentality (iA) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or (iii) seek any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documents.Basic Document or
No Proceedings. There are no actions, orders, suits proceedings or proceedings investigations pending or, to the knowledge of the SellerBackup Servicer's knowledge, threatened against the Seller Backup Servicer, before any court, regulatory body, administrative agency or by any Governmental Authority that other tribunal or governmental instrumentality having jurisdiction over the Backup Servicer or its properties: (i) assert asserting the invalidity or unenforceability of this Agreement or any of the other Transaction DocumentsAgreement, (ii) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents Agreement, or (iii) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Backup Servicer of its obligations under under, or the validity or enforceability of, this Agreement or any of the other Transaction DocumentsAgreement.
No Proceedings. There are no actionsproceedings or investigations pending, orders, suits or proceedings pending or, to the knowledge of Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller, threatened against the Seller before Servicer or by any Governmental Authority that its properties: (iA) assert asserting the invalidity or unenforceability of this Agreement or Agreement, any of the other Transaction DocumentsBasic Documents to which it is a party or the Notes, (iiB) seek seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Basic Documents or to which it is a party, (iiiC) seek seeking any determination or ruling that would might materially and adversely affect the performance by the Seller Servicer of its obligations under under, or the validity or enforceability of, this Agreement or Agreement, any of the other Transaction DocumentsBasic Documents to which it is a party or the Notes, or (D) relating to the Servicer and which might adversely affect the federal income tax attributes of the Notes.