Ineligible Receivables Clause Samples
The Ineligible Receivables clause defines which accounts receivable are excluded from being considered as collateral or eligible assets under a financing or factoring agreement. Typically, this clause lists specific criteria that make a receivable ineligible, such as being overdue beyond a certain period, subject to dispute, owed by an affiliate, or arising from sales to foreign customers without proper credit insurance. By clearly outlining these exclusions, the clause ensures that only high-quality, collectible receivables are counted for credit purposes, thereby protecting the lender from undue risk and maintaining the integrity of the collateral pool.
Ineligible Receivables. The Seller agrees to repurchase on each Settlement Date, and the Purchasers agree to sell to the Seller on such date and in accordance with the terms hereof, any Purchased Receivable if such Receivable is (i) an Ineligible Receivable, (ii) an Existing Certified Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel satisfying the requirements of subsection 2.27(c) or (y) evidence of the filings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing Receivable in respect of which the Old Administrative Agent shall not have received on or prior to the FAA Filing Date evidence of the filings, if any, referred to in subsection 6.1(n)(ii) provided that, during the Amortization Period, the Purchasers, by unanimous consent, in their sole discretion may choose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to the Seller. The Seller shall make such repurchase on the Settlement Date first succeeding the earlier of (x) the date on which the Seller becomes aware of facts and circumstances giving rise to such event of ineligibility or (y) the date on which the Managing Facility Agent notifies the Seller that such event of ineligibility has occurred and is continuing. Subject to subsections 2.13 and 2.15(b), the Seller shall make such repurchase by depositing in the Concentration Account cash in an amount equal to the Repurchase Price for such Ineligible Receivable at the date such deposit is made, except to the extent (without duplication) of any payment made pursuant to subsection 2.18, for the Settlement Period during which such interest accrued and was not paid by the Obligor under such Contract. The amount of any such deposit shall be applied and distributed in accordance with subsections 2.15 and 2.
Ineligible Receivables. Without the prior written approval of the ---------------------- Company, take any action relating to such Receivable which to its knowledge would cause, or would permit such Receivable that was designated as an Eligible Receivable on the Contribution Date, relating to such Receivable to cease to be an Eligible Receivable, except as otherwise expressly provided by this Agreement.
Ineligible Receivables. Without the prior written approval of the Purchaser, take any action which to its knowledge would cause, or would permit, a Receivable that was designated as an Eligible Receivable on the Purchase Date relating to such Receivable to cease to be an Eligible Receivable, except as otherwise expressly provided by this Agreement.
Ineligible Receivables. If from time to time Ineligible Receivables are assigned to the Receivables Trustee as a result of a breach of representation by the Transferor or any Additional Transferor pursuant to Clause 17.2 or 17.3 of the RSA, payments to the Transferor or such Additional Transferor in respect thereof were incorrectly funded by the Beneficiaries on the basis that such Receivables were Principal Receivables which are Eligible Receivables. Notwithstanding the remedies available to the Receivables Trustee pursuant to the RSA, in such circumstances the Receivables Trustee shall ensure that such error is corrected by:
(i) reducing the Transferor Interest by the amount of such Ineligible Receivables until such time as it reaches zero PROVIDED, HOWEVER, that if the amount of such Ineligible Receivables exceeds the amount of the Transferor Interest on such date of determination then the Receivables Trustee shall also require the Transferor or such Additional Transferor to make a payment of cash to the Receivables Trustee equal to the amount of such excess in order to comply with the provisions of Clause 11.1 of the RSA; and
(ii) amending its books of account to record that (A) the Eligible Receivables Pool has been decreased by the amount of Ineligible Receivables previously incorrectly added to the Eligible Receivables Pool and, subject to Clause 11.3 of the RSA, the Ineligible Receivables Pool has been increased by the same amount, and (B) the Transferor Ineligible Interest has been increased by the same amount so added to the Ineligible Receivables Pool; and the entitlement of the Beneficiaries to Trust Property shall be adjusted accordingly.
Ineligible Receivables. 29 6.10 Business of the Contributor............................................... 30 6.11 Limitation on Fundamental Changes......................................... 30 6.12 Offices................................................................... 30
Ineligible Receivables. For each Receivable that did not constitute an Eligible Receivable on the Closing Date in violation of the representation of the Seller in Section 4.2(b) hereof, the Seller shall, within ten (10) Business Days of the earlier of Durham, ▇▇▇▇▇▇▇ or a Responsible Officer of the Seller obtaining actual knowledge of such circumstance or receipt by Durham, ▇▇▇▇▇▇▇ or the Seller from the Buyer of written notice thereof, make a deposit to the Collection Account in immediately available funds in an amount equal to the sum of (a) the Outstanding Receivable Balance with respect to such Receivable and any interest accrued thereon through the applicable Retransfer Date, and (b) any costs and damages incurred by the Buyer in connection with any violation in connection with the servicing or collection of such Receivable of any predatory or abusive lending law (collectively, the “Retransfer Price”). In the foregoing instance, the Seller shall accept retransfer of each such Receivable and any Related Security.
Ineligible Receivables. 24 6.10 Business of the Originator...................................... 24 6.11 Limitation on Fundamental Changes............................... 24 6.12 Offices......................................................... 25 6.13 Constitutive Documents.......................................... 25 6.14 Amendment of Transaction Documents or Other Material Documents....................................................... 25
Ineligible Receivables. Weekly (on or before Tuesday of the following week prepared as of the preceding week end) and monthly (within five (5) calendar days after the end of each calendar month, prepared as of the end of such month) a report showing Borrower’s Receivables that are not Eligible Receivables.
Ineligible Receivables. 53 2.12 Rebated Receivables............................................ 53 2.13 Substitution of Receivables.................................... 54 2.14 Accounts....................................................... 56 2.15 Remittance and Allocation of Collections....................... 60 2.16 Distribution and Application of Collections.................... 61 2.17
Ineligible Receivables. In the event ______________________ of a breach of any representation and warranty set forth in subsection 4.1(l) hereof, within 60 days (or with the prior written consent of Buyer, such longer period speci- fied in such consent) of the earlier to occur of the discovery of such breach by Seller, or receipt by Seller of written notice of such breach given by Buyer, Seller shall repurchase and Buyer shall convey, without re- course, representation, or warranty, all of Buyer's right, title, and interest in each Principal Receivable to which such breach relates (an "Ineligible Receivable") _____________________ on the terms and conditions set forth below; provided, ________ however, that no such repurchase shall be required to be _______ made with respect to such Ineligible Receivable if, on any day within such 60-day period (or such longer period as may be specified in the consent), either (i) the representations and warranties in the second sentence of subsection 4.1(l) with respect to such Ineligible Receiv- able shall then be true and correct in all material respects with respect to such Ineligible Receivable as if such Ineligible Receivable had been conveyed to Buyer on such day, or (ii) the aggregate amount of Ineligible Receivables outstanding at any time and with respect to which such representations and warranties continue to be incorrect in any material respect does not in the sole reasonable judgment of an officer of Buyer have a materi- al adverse effect on the interest of the Trust in the Receivables as a whole, including the ability of the Servicer in its sole reasonable judgment to collect the Receivables.