Second Tier Purchaser definition
Examples of Second Tier Purchaser in a sentence
Notwithstanding the other terms of this Agreement, BASHC and the Second Tier Purchaser hereby acknowledge that BANA expressly retains all, and has not transferred hereunder any, of its rights to obtain refunds or claim credits or deductions relating to state and local sales or use, gross receipts, transaction privilege, value added, business and occupation and other similar taxes attributable to accounts charged off by the Second Tier Purchaser or its affiliates, subsidiaries, assignees or transferees.
BASHC shall deliver (or cause to be delivered) to the Second Tier Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
BASHC hereby makes the perfection representations, warranties and covenants attached hereto as Schedule II to the Second Tier Purchaser, and the Second Tier Purchaser shall be deemed to have relied on such representations, warranties and covenants in acquiring the Second Tier Purchased Assets.
The information set forth in the Schedule of Receivables is true and correct in all material respects, and no selection procedures believed to be adverse to the Second Tier Purchaser or its assignees were utilized in selecting such Receivables.
The sale, transfer, contribution, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Third Tier Purchaser of any obligation of the Second Tier Purchaser, the First Tier Purchaser, BANA or any Originator to the Obligors or any other Person in connection with the Receivables listed on the Schedule of Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
No notice to or demand on the Second Tier Purchaser or BASHC in either case shall entitle it to any notice or demand in similar or other circumstances.
Immediately prior to the sale, transfer, contribution, assignment and conveyance of the Receivables by BASHC to the Second Tier Purchaser, BASHC owned and had good and marketable title to such Receivables free and clear of any Lien and immediately after the sale, transfer, contribution, assignment and conveyance of such Receivable to the Second Tier Purchaser, the Second Tier Purchaser will have good and marketable title to such Receivable free and clear of any Lien.
BASHC makes the representations and warranties set forth on Schedule I with respect to the Receivables listed on the Schedule of Receivable, on which the Second Tier Purchaser relies in purchasing such Receivables.
This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Second Tier Purchased Assets in favor of the Second Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from BASHC.
BASHC makes the following representations and warranties as of the Closing Date on which the Second Tier Purchaser will be deemed to have relied in acquiring the Second Tier Purchased Assets.