Sponsor Agreements means the Sale and Servicing Agreement, dated as of , 20 (the “Sale and Servicing Agreement”), among the Trust, the Sponsor, as servicer, the Seller and [Trust Collateral Agent], as trust collateral agent, the Lockbox Account Agreement, dated as of , 20 , among [Processor], the Sponsor and [Trustee], as trustee, the Lockbox Processing Agreement, dated as of , 20 , among [Processor], the Sponsor and [Trustee], as trustee, the Purchase Agreement, dated as of , 20 (the “Purchase Agreement”), between the Sponsor and the Seller, the Asset Representations Review Agreement, dated as of , 20 (the “Asset Representations Review Agreement”), among [Asset Representations Reviewer], the Sponsor, the Issuer and [Trustee], and this Underwriting Agreement, dated as of , 20 (this “Agreement”), among the Underwriters (as defined below), the Sponsor and the Seller; the term “Seller Agreements” means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and this Agreement. The Publicly Offered Notes are being purchased by the Underwriters named in Schedule I hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Publicly Offered Notes set forth opposite their names in Schedule I, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Underwriter], [Underwriter], [Underwriter] and [Underwriter] are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives.” It is anticipated that the Class E Notes [will be privately placed primarily with institutional investors]/[will initially be retained by the Seller or an affiliate of the Seller] and that the Certificate will initially be retained by the Seller. Defined terms used herein, but not otherwise defined, shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Sponsor Agreements means (i) the Indenture, (ii) the Amended and Restated Credit and Security Agreement, dated as of May 23, 2013 (the “Credit and Security Agreement”), among the Titling Trust, as borrower, the Sponsor, as lender (in such capacity, the “Lender”) and as Servicer, and Xxxxx Fargo, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), (iii) the Second Amended and Restated Servicing Agreement, dated as of May 23, 2013 (the “Basic Servicing Agreement”), among the Titling Trust, the Servicer, APGO Trust, as settlor (the “Settlor”), and the Collateral Agent, (iv) the 2017-1 Exchange Note Supplement, dated as of January 31, 2017 (the “Exchange Note Supplement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent, (v) the 2017-1 Servicing Supplement, dated as of January 31, 2017 (the “Servicing Supplement” and, together with the Basic Servicing Agreement, the “Servicing Agreement”), among the Titling Trust, the Servicer, the Settlor, the Collateral Agent and the Indenture Trustee, (vi) the 2017-1 Exchange Note Sale Agreement, dated as of January 31, 2017 (the “Exchange Note Sale Agreement”), between the Lender and the Depositor, (vii) the Administration Agreement, dated as of January 31, 2017 (the “Administration Agreement”), among the Depositor, the Sponsor, as administrator, and the Indenture Trustee, (viii) the Asset Representations Review Agreement, dated as of January 31, 2017 (the “Asset Representations Review Agreement”), among the Trust, the Servicer and Xxxxxxx Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), and (ix) this Agreement; the term “Depositor Agreements” means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 2017-1 Exchange Note Transfer Agreement, dated as of January 31, 2017 (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”. The Notes are being purchased by the Underwriters, and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement. Deutsche Bank...
Sponsor Agreements means the Sale and Servicing Agreement dated as of ___________, 20__ among the Trust, the Sponsor, as servicer, the Seller and [Name of indenture trustee], a ________________, as indenture trustee (the "Sale and Servicing Agreement"), the Purchase Agreement between the Sponsor and the Seller dated as of ______________, 20__ (the "Purchase Agreement"), [the Insurance Agreement, the Indemnification Agreement] and this Agreement; the term "Seller Agreements" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Examples of Sponsor Agreements in a sentence
Each of the Sponsor Agreements has been duly executed and delivered by the Sponsor and constitutes the valid, legal and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms.
No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Sponsor of the Sponsor Agreements, the offer, issuance, sale or delivery of the Notes, except such which have been obtained.
Declarations relating to ‘beneficial ownership’ on IRS Form W-8BEN or IRS Form W-9 are based upon U.S. tax law concepts and do not affect the transfer of title, pledge or property rights provided for under Clearing Membership Agreements, Sponsor Agreements or Sponsored Principal Clearing Agreements, nor do they put ICE Clear on notice of any Encumbrance.
This Rule 117 applies to Disputes in connection with Sponsors and Sponsor Agreements in the same way that it applies to Disputes in connection with Clearing Members and Clearing Membership Agreements.
Sponsor Agreements will be accepted or declined based on the proposed products and/or services of Sponsor.
More Definitions of Sponsor Agreements
Sponsor Agreements means the Sale and Servicing Agreement dated as of January 9, 2007 among the Trust, the Sponsor, as servicer, the Seller and Wxxxx Fargo, as trust collateral agent and backup servicer (the "Sale and Servicing Agreement"), the Purchase Agreement between the Sponsor and the Seller dated as of January 9, 2007 (the "Purchase Agreement"), the Insurance Agreement, the Indemnification Agreement and this Agreement; the term "Seller Agreements" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Wachovia Capital Markets, LLC is acting as representative of the Underwriters and, in such capacity, is hereinafter referred to as the "Representative." The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Sponsor Agreements means the Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC, the Shareholders Agreement of KAR Holdings, Inc., the Registration Rights Agreement of KAR Holdings, Inc., the Financial Advisory Agreements, the Contribution Agreement, the Conversion Agreements, in each case, described in the Offering Circular under the heading “Certain Relationships and Related Transactions”, the KAR Holdings Stock Incentive Plan described in the Offering Circular under the heading “Management—Executive Compensation”, the Subscription Agreements dated on or prior to the Issue Date among by and among KAR Holdings II, LLC and each of the equity investors party thereto and certain members of management and their respective permitted affiliates or designees, as applicable, in each case, that will be making equity contributions to KAR Holdings II, LLC on or prior to the Issue Date and the Termination and Release Agreement dated as of the Issue Date by and among Axle Holdings II, LLC, Insurance Auto Auctions, Inc. and the other Persons party thereto pertaining to the matters described in the Offering Circular under the heading “Certain Relationships and Related Transactions—IAAI Shareholders, Financial Advisory and Other Agreements to Be Terminated”, in each case, as in effect on the Issue Date, and as the same may be amended, modified, supplemented or replaced from time to time so long as such amendment, modification, supplement or replacement is not materially more disadvantageous to the Holders than the original Sponsor Agreements as in effect on the Issue Date.
Sponsor Agreements means each of the agreements between the Company or the Company Subsidiaries, on the one hand, and Artemis Sponsor or its Subsidiaries (other than the Company or the Company Subsidiaries), on the other hand.
Sponsor Agreements means the Sale and Servicing Agreement dated as of November 2, 2000 among the Trust, the Sponsor, as servicer, the Seller and The Chase Manhattan Bank, a New York banking corporation, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Seller dated as of November 2, 2000 (the "PURCHASE AGREEMENT") and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Deutsche Bank Securities Inc. is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on November 16, 2000 as the Underwriters deem advisable. It is anticipated that the Class D Notes and the Class E Notes will be privately placed with institutional investors or otherwise. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Sponsor Agreements means the Sale and Servicing Agreement dated as of July 18, 2007 among the Trust, the Sponsor, as servicer, the Seller and Wxxxx Fargo, as trust collateral agent and backup servicer (the “Sale and Servicing Agreement”), the Purchase Agreement between the Sponsor and the Seller dated as of July 18, 2007 (the “Purchase Agreement”), the Insurance Agreement, the Indemnification Agreement, the Series 2007-C-M Tri-Party Remittance Processing Agreement dated as of July 18, 2007 among JPMorgan Chase Bank, N.A., the Sponsor and Wxxxx Fargo, as trustee, the Custodian Agreement among the Sponsor, as custodian, the Note Insurer and Wxxxx Fargo, as trust collateral agent dated as of July 18, 2007 and this Agreement; the term “Seller Agreements” means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse Securities (USA) LLC is acting as representative of the Underwriters and, in such capacity, is hereinafter referred to as the “Representative.” The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Sponsor Agreements means the Sale and Servicing Agreement dated as of September 5, 2002 among the Trust, the Sponsor, as servicer, the Seller and JPMorgan Chase, as trust collateral agent (the “Sale and Servicing Agreement”), the Purchase Agreement between the Sponsor and the Seller dated as of September 5, 2002 (the “Purchase Agreement”), the Insurance Agreement, the Indemnification Agreement and this Agreement; the term “Seller Agreements” means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. J.X. Xxxxxx Securities Inc. is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the “Representative.” The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on September 12, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Sponsor Agreements means the Sale and Servicing Agreement dated as of May 21, 2008 among the Trust, the Sponsor, as servicer, the Seller and Xxxxx Fargo, as trust