Financed Receivables Sample Clauses
Financed Receivables. Borrower represents and warrants for each Financed Receivable:
(a) Such Financed Receivable is an Eligible Account;
(b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable;
(c) The correct amount is on the Invoice Transmittal and is not disputed;
(d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;
(e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;
(f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;
(g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;
(h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;
(i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and
(j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.
Financed Receivables. Borrower represents and warrants for each Financed Receivable:
(a) Such Financed Receivable is an Eligible Account; (
Financed Receivables. Each Transferred Receivable which satisfies the following criteria will be capable of being Financed from time to time by the Factor pursuant to this Agreement (and notably the sending of a Financing Request by the Company to the Factor pursuant to Article 4.2.3) (each, a "Financed Receivable"):
(i) it is (A) an Approved Receivable, unless otherwise agreed by the Factor or (B) in respect of Transferred Receivables exceeding the Approval Limits, the share of the relevant Transferred Receivable exceeding the Approval Limit does not exceed the lower of (a) the amount of its Approval Limit and (b) EUR 500,000 and provided further that the total share of Transferred Receivables that is above the Approval Limits shall not exceed the lower of (x) 20% of the total outstanding amount of Transferred Receivables or (y) EUR 8,000,000.
(ii) it is not (A) a Disputed Receivable or (B) a Defaulted Receivable (except for Existing Receivables which shall not be overdue at the time of their transfer to the Factor);
(iii) the invoice documenting the Transferred Receivable shall have been issued less than thirty (30) days prior to the contemplated transfer to the Factor (except for Existing Receivables, with respect to which the relevant invoices relating to the relevant Existing Receivables shall not have been issued by more than 120 days before the First Assignment Date);
(iv) it has a maturity date (maturity date being the period between the date of issuance of the invoice and the due date as indicated on the invoice) as permitted by applicable law (for example in France by article L. 441-6 of the French Commercial code as regards French law) or if the Credit Insurance Policy provides for a shorter maximum maturity date, as defined in the Credit Insurance Policy, but in no event more than one hundred and twenty (120) days; and
(v) the Financing of such Transferred Receivable will not trigger a breach of the Concentration Limit.
Financed Receivables. Borrower represents and warrants for each Financed Receivable:
(a) Each Financed Receivable is an Eligible Account;
(b) Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;
(c) The correct amount is on the Invoice Transmittal and is payable in U.S. dollars;
(d) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount which are not covered by the Credit Insurance;
(e) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and
(f) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.
Financed Receivables. Borrower represents and warrants for each Financed Receivable (other than Financed Receivables based upon Inventory Placeholder Invoices):" And inserting in lieu thereof the following: " Financed Receivables. Borrower represents and warrants for each Financed Receivable:" 8 The Loan Agreement shall be amended by deleting the following, appearing as Section 5.4 thereof:
Financed Receivables