Contract Receivables Sample Clauses

Contract Receivables. The contract receivables shown on the Company's balance sheet as of December 31, 2002 included in the Company Annual Report, except for write-offs in amounts reserved against in such financial statements, or thereafter acquired, subject to reserves created in the ordinary course of business on a basis consistent with the periods covered in such financial statements, (a) are collectible in all material respects and (b) in all material respects and taken as a whole, (i) are valid and enforceable, (ii) arose from bona-fide sales to third parties in ordinary course of business, and (iii) are not subject to any counterclaims or setoffs and have not been encumbered or sold, except as set forth in Section 3.14 of the Company Letter and except for contract receivables sold in the Company's securitization program (including warehouse financing arrangements.)
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Contract Receivables. All Contract Receivables received by Seller or Buyer prior to or after the Closing shall be prorated between the parties as of the Closing Date. At Closing, Seller shall furnish Buyer with a written certificate setting forth the amount of all unpaid Contract Receivables allocable to periods prior to Closing, the amount of all Contract Receivables received by Seller that are allocable to periods from and after the Closing, and the periods to which the same relate. In the event Buyer is entitled to any portion of the Contract Receivables that have been paid to Seller as of the Closing, Seller shall tender the same to Buyer at Closing. After Closing, all Contract Receivables received by Buyer or Seller pursuant to any Lease or Surviving Operating Agreement shall be applied first to amounts due under such Lease or Surviving Operating Agreement for the then current period and then to reduce delinquent amounts due under such Lease or Surviving Operating Agreement in inverse order of when they first became due. Seller and Buyer agree to promptly tender any amounts that it receives that are due the other party under the provisions of this subsection. Buyer acknowledges and agrees that any re-imaging incentives paid to Seller under the Fuel Branding Agreements prior to Closing shall not constitute Contract Receivables and shall be retained in full by Seller.
Contract Receivables. Except as disclosed on Schedule 3.19, -------------------- ------------- (a) each Contract Receivable represents a sale or lease transaction made in the ordinary course of business and which arose pursuant to an enforceable written contract for a bona fide sale or purchase of goods or for services performed, and Seller has performed all of its obligations to which such Contract Receivable relates, and (b) no Contract Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof and no obligor thereof is subject to bankruptcy or similar proceedings. Seller is the sole owner of the Contract Receivables, and no other person or entity has any right or claim thereto.
Contract Receivables. To secure the indemnity obligations of -------------------- Seller, Principal and Shareholder, Seller wishes to grant Purchaser a right of offset against the Contract Receivables. Seller hereby irrevocably appoints Purchaser as Seller's exclusive agent with respect to the Contract Receivables with full power and authority to receive, endorse, accept, negotiate, deposit, realize upon and take all other actions with respect to the Contract Receivables or payments made on the Contract Receivables as could be taken by Seller (including, without limitation, endorsement of checks or money orders on behalf of Seller). Purchaser will bear all costs incurred in collecting the Contract Receivables, except any costs involved in hiring a collection agency or attorneys to collect the Contract Receivables (including any costs of litigation related thereto) all of which cost will be borne by Seller. Seller shall promptly notify the account debtors on the Contract Receivables of Purchaser's role as Seller's agent and that all payments are to be made to Purchaser as agent for Seller. Seller shall take all actions to encourage the account debtors to make payment on the Contract Receivables as soon as possible. Purchaser shall keep a record of, and remit to Seller, at least once every seven (7) days, all payments received on the Contract Receivables, less amounts withheld by Purchaser for claims asserted or reasonably anticipated to be asserted under Section 12.2 above; provided that the Purchaser will withhold any ------------ amounts collected if the amount of Contract Receivables which arose during the prior 24 months which remains to be collected is less than $1 million. The agency and authority of Purchaser to act on Seller's behalf will terminate on the 130th day following the Closing Date. The parties shall cooperate and take all actions requested by either party to further effect or evidence this Section 12.7, including, without ------------ limitation, the execution and delivery of additional documents, instruments, notices or appointments. Seller acknowledges that Purchaser is agreeing to this Section 12.7 in lieu of requiring a holdback from ------------ the Purchase Price and that PURCHASER HAS MADE, AND MAKES, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ABILITY TO ACT AS SELLER'S AGENT. SELLER HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE ANY CLAIM (OF ANY NATURE) AGAINST PURCHASER WITH RESPECT TO ANY OF THE CONTRACT RECEIVABLES, OTHER THAN ANY C...
Contract Receivables. All rights to payments and other sums now or hereafter due or to become due under or pursuant to any Contracts and any Contract-related Rights (collectively, the “Contract Receivables”), whether now or hereafter evidenced by any Accounts, Chattel Paper, Instruments, Payment Intangibles, or otherwise;

Related to Contract Receivables

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

  • No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Reassignment of Ineligible Receivables In the event any -------------------------------------- representation or warranty set forth in Section 2.4(a)(iii) through (viii) is not true and correct as of the date specified therein with respect to any Receivable or Account and such breach has a materially adverse effect on the Certificateholders' Interest in such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the earlier to occur of the discovery of any such event by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice of any such event by the Transferor or the Servicer, the Transferor shall accept a reassignment of such Receivable or, in the case of such an untrue representation or warranty with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment shall be --------- -------- required to be made with respect to such Receivable if, by the end of such 30- day period (or such longer period as may be agreed to by the Trustee), the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. The Transferor shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (reduced by any Discount Factor then in effect) from the Pool Balance on or prior to the end of the Monthly Period in which such reassignment obligation arises. If, following such deduction, the Transferor Interest would be less than the Minimum Transferor Interest, or the Pool Balance would be less than the Minimum Aggregate principal Receivables (less any amounts in the Excess Funding Account), in either case determined as of the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such reassignment occurs, the Transferor shall deposit in the Collection Account in immediately available funds the amount (the "Transfer Deposit Amount") equal to the greater of (i) the amount by which the Transferor Interest would be less than such Minimum Transferor Interest, or (ii) the amount by which the Pool Balance would be less than the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account (in either case, up to the principal amount of such Receivables, reduced by any Discount Factor then in effect); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Transferor Interest is not reduced below the Minimum Transferor Interest and the Pool Balance is not reduced below the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account) and the Receivables, the amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Transferor and shall remain part of the Trust. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivable, all Collateral Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Transferor and shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept a reassignment of any such Receivable and to pay any related Transfer Deposit Amount shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders).

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Net Receivables Balance Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

  • Government Receivables Take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of contracts between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

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