Purchase of Certain Contracts Sample Clauses

Purchase of Certain Contracts. The representations and warranties of the Seller set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by the Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect or has not been received by the Owner Trustee, such Person making such discovery shall give prompt notice to the other such Persons. If any such defect, incorrectness or omission materially and adversely affects the interest of the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer the Seller shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which such representation or warranty was incorrect as of the time made. If the Seller is unable to do so, it shall purchase such Contract on the Master Servicer Report Date next succeeding the end of such 90-day period from the Issuer for an amount equal to the related Repurchase Amount in the manner set forth in Section 5.04. Upon any such purchase, the Owner Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Seller title to any Contract purchased hereunder. The sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders with respect to a breach of the Seller's representations and warranties pursuant to Section 3.01 shall be to enforce the Seller's obligation to repurchase Contracts pursuant to this Section; provided, however, that the Seller shall indemnify the Owner Trustee, the Indenture Trustee, the Issuer and the Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.
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Purchase of Certain Contracts. 34 Section 3.03. Custody of Contract Files................................................ 34 Section 3.04. Duties of Master Servicer ............................................... 35 Section 3.05. Instructions; Authority to Act........................................... 36 Section 3.06. Indemnification.......................................................... 37 Section 3.07. Effective Period and Termination......................................... 37 Section 3.08. Nonpetition Covenant..................................................... 37 Section 3.09. Collecting Title Documents Not Delivered at the Closing Date............. 38 ARTICLE FOUR ADMINISTRATION AND SERVICING OF CONTRACTS
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Purchase of Certain Contracts. (a) The representations and warranties of the Servicer set forth in Section 12.8 with respect to each Contract shall survive delivery of the Contract Documents to the Company and shall continue so long as such Contract remains outstanding. Upon discovery by the Company, the Servicer or the Trustee that any of such representations or warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or the Servicer or contains a material defect or has not been received by the Company, the party making such discovery shall give prompt notice to the Trustee (other than in cases where the Trustee has given notice thereof) and to the other party (or parties in cases where the Trustee has given notice thereof). If any such defect, incorrectness or omission materially and adversely affects the interest of the Holders in and to the related Contracts, the Servicer shall, within 90 days after discovery thereof or receipt of notice thereof, cure the defect or eliminate or otherwise cure the circumstances or condition in respect of which the representation or warranty was incorrect as of the time made. If the Servicer is unable to do so, it shall purchase such Contract from the Company through a deposit into the Master Collections Account no later than the end of the calendar month after which such 90-day period expired of an amount equal to the product of (x) the Price/Payments Ratio multiplied by (y) the aggregate unpaid installments on the Contract. Upon any such purchase, the Company shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Servicer any Contract purchased hereunder.
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Purchase of Certain Contracts. 62 Section 12.18 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 12.19 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 12.20 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 12.21 Inspection and Audit Rights . . . . . . . . . . . . . . . . . . 64
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Purchase of Certain Contracts. 35 Section 3.03. Custody of Contract Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 3.04. Duties of Master Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 3.05. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 3.06. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 3.07. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 3.08. Nonpetition Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 3.09. Collecting Title Documents Not Delivered at the Closing Date . . . . . . . . . . . . . . . . . 39 ARTICLE FOUR ADMINISTRATION AND SERVICING OF CONTRACTS
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Purchase of Certain Contracts. 62 SECTION 12.9 INDEMNIFICATION.......................................................................63 SECTION 12.10 TERMINATION...........................................................................63 SECTION 12.11 AMENDMENT.............................................................................63 SECTION 12.12
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Purchase of Certain Contracts. The representations and warranties of the Sellers set forth in Section 3.01 shall survive delivery of the Contract Documents to the Owner Trustee and shall continue until the termination of this Agreement. Upon discovery by a Seller, the Master Servicer or the Owner Trustee, as the case may be, that any of such representations and warranties was incorrect as of the time made or that any of the Contract Documents relating to any such Contract has not been properly executed by the Obligor or contains a material defect
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Purchase of Certain Contracts. 59 Section 12.18 Indemnification.. . . . . . . . . . . . . . . . . . . . . 60 Section 12.19 Termination.. . . . . . . . . . . . . . . . . . . . . . . 60 Section 12.20 Amendment.. . . . . . . . . . . . . . . . . . . . . . . . 61 Section 12.21 Inspection and Audit Rights.. . . . . . . . . . . . . . . 61 THIS INDENTURE, dated as of __________________, 1997 is between TAMARACK LENDERS CORPORATION, a Texas corporation (the "Company"), having its principal office at 000 Xxxx Xxxxxxxx Xxxx, Suite 310, Richardson, Texas 75081 and Sterling Trust Company, as Trustee (the "Trustee"), a trust company organized and existing under the laws of the State of Texas and having its principal office at 0000 Xxxx Xxxx Xxxx, Xxxx, Xxxxx 00000. RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture and the issuance from time to time of its Auto Receivables Backed Notes in the maximum aggregate principal amount of $20,000,000 (the "Notes"). The Notes may bear such rates of interest, mature at such time or times, be issued in one or more series and have such other provisions as may hereafter be established under this Indenture. All acts necessary to make the Notes, when executed by the Company, authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been accomplished. Therefore, for and in consideration of the premises and the purchase or acceptance of the Notes by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:
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Purchase of Certain Contracts. 62 SECTION 12.9 INDEMNIFICATION.............................................................................63 SECTION 12.10 TERMINATION.................................................................................63 SECTION 12.11 AMENDMENT...................................................................................64 SECTION 12.12 INSPECTION AND AUDIT RIGHTS.................................................................64 THIS INDENTURE, dated as of ______________, 2001, is between TRANSITION AUTO FINANCE IV, INC., a Texas corporation (the "Company"), having its principal office at 0000 Xxxxxx Xxxx Xxxx, Xxxxxx 000, Xxxxxx, Xxxxx 00000 and TRUST MANAGEMENT, INC., a Texas Trust Company, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000, as Trustee (the "Trustee").
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Related to Purchase of Certain Contracts

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Notice of Certain Costs Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower.

  • Optional Purchase of Certain Mortgage Loans With respect to any Mortgage Loans which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, EMC shall have the right to purchase any Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes an REO Property at a price equal to the Purchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Scheduled Payment is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Purchase Price. If at any time EMC remits to the Master Servicer a payment for deposit in the Protected Account covering the amount of the Purchase Price for such a Mortgage Loan, and EMC provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Protected Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of EMC, without recourse, representation or warranty, to EMC which shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. EMC will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any:

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

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