Guaranty of Receivables Sample Clauses

Guaranty of Receivables. At the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form set forth as Exhibit "B" hereto (the "Receivables Guaranty"), under the terms of which Seller and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts receivable of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct by the Chief Financial Officer of Buyer. In the event such net indebtedness is not received by Buyer on or before 150 days after the Closing Date, VSI and Seller shall within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for such accounts receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall use reasonable and customary efforts to collect such receivables (but shall not be obligated to initiate litigation) and any amounts received by Buyer in respect of such accounts receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without any direction from Buyer.
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Guaranty of Receivables. Buyer agrees to attempt to collect in good faith all Accounts Receivable. As of a date not fewer than 60 days nor more than 120 days following the Closing, Buyer shall determine, for each obligor with respect to any Account Receivable, the amount of such Account Receivable which has not been paid (the "Past Due Amount"), and shall promptly shall send to ROI a written notice showing the aggregate Past Due Amount. An amount equal to such Past Due Amount shall be paid in cash by ROI to Buyer within five days of such notice. To the extent that any amounts are paid by ROI under this section, Buyer shall compute the amount, if any, which such obligor subsequently pays to Buyer with respect to such Account Receivable and, to the extent any such additional amounts have been paid, Buyer shall reimburse ROI for any payments by ROI under this Section 5.10. At Seller's request, Buyer shall assign to ROI any Accounts Receivable for which Buyer has been paid under this Section 5.10.
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Guaranty of Receivables. All accounts receivables for insurance premiums over thirty (30) days delinquent at the time of closing are hereby personally guaranteed by Seller, and if unpaid within sixty (60) days of closing shall be paid by Seller. All other accounts and notes receivables included on the Company's closing balance sheet are hereby personally guaranteed by Seller.
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Guaranty of Receivables. (a) Section 11(c)(i) with respect to the Seller's guaranty of receivables is hereby amended as follows:
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Guaranty of Receivables. The Seller hereby guarantees payment in full of the outstanding amount of the accounts receivable (net of reserves) as shown on the August 31, 1997, balance sheet. A schedule of such accounts receivable shall be provided to the Purchaser within twenty-one (21) days after the date hereof, but not later than the Closing Date. In the event any accounts receivables (net of reserves) have not been paid in full within two hundred forty (240) days of Closing, the Seller shall pay the amount of any unpaid accounts receivable to the Purchaser (or the Company if requested by the Purchaser) whereupon the Purchaser shall assign (or cause to be assigned) to the Seller those accounts receivable. The Purchaser hereby agrees that if within two hundred forty (240) days following the transfer of an account to the Seller the Company enters into a transaction with a customer whose account was transferred to the Seller, then the Purchaser will reimburse the Seller for the amount paid to the Purchaser (or the Company) for such account.
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Guaranty of Receivables. Seller Shareholder guarantees that the accounts receivable which exceed the reserve for bad debt upon Seller’s books at Closing shall be collected on or before March 31, 2003. Buyer agrees to cause Seller to use its best efforts to collect all such accounts receivable prior to March 31, 2003. To the extent that such portion of the accounts receivable are not so collected, they shall be repurchased forthwith by Seller Shareholder, but no later than 30 days after application in writing by Buyer therefor which shall be accompanied by appropriate documentation substantiating the same to allow the Seller Shareholder to proceed to collect such amounts. In the event both parties agree that an account is uncollectible, such account may be repurchased by Seller Shareholder prior to March 31, 2003. The provisions of Section 12.d shall not apply to any obligation under this section.
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Guaranty of Receivables. 39 5.11 Phantom Stock Plan and Certain Indebtedness.................................................... 39 ARTICLE VI
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Guaranty of Receivables. At the Closing, Seller and the Sole Shareholder shall execute and deliver to Buyer a Guaranty in the form attached as Exhibit D hereto (the “Receivables Guaranty”), under the terms of which Seller and the Sole Shareholder shall, jointly and severally, unconditionally guarantee that all Purchased Receivables (net of any allowance for doubtful accounts on the Audited Financial Statements) will be paid by the respective debtors to Buyer, all as more particularly set out in the Receivables Guaranty.
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Guaranty of Receivables. To the extent any Accounts transferred at Closing from Seller to Buyer are not collected within 180 days after the later of (i) the date when due or (ii) the Closing Date, any such sums shall be deemed uncollectible. In such event, Buyer may, at its option, return ownership of any such Accounts to Seller, and Seller and Parent shall promptly reimburse Buyer for uncollected amounts under the returned Accounts.
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Related to Guaranty of Receivables

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

  • 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.

  • Reconveyance of Receivables In the event that an Originator has paid to the Company the full Outstanding Balance of any Receivable pursuant to Section 3.3, the Company shall reconvey such Receivable to such Originator, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by the Company.

  • Conveyance of Receivables By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

  • Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and

  • Maturity of Receivables Each Receivable shall have an original maturity of not less than 24 months nor greater than 72 months and, as of the Cutoff Date, a remaining maturity of not less than 6 months nor greater than 69 months.

  • List of Receivables If requested by the Owner Trustee or the Indenture Trustee, the Servicer will furnish a list of Receivables (by contract number) to the Owner Trustee and the Indenture Trustee.

  • Purchase of Receivables (a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

  • Repurchase of Receivables In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

  • Collection of Receivable Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.

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