Common use of No Recourse or Assumption of Obligations Clause in Contracts

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Pool Assets and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and the Company intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Pool Assets and the Related Assets by such Originator to the Company, providing the Company with the full risks and benefits of ownership of the Pool Assets and Related Assets (such that the Pool Assets and the Related Assets would not be property of such Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no payments by any Originator shall be made to the Company to the extent that they constitute recourse with respect to a Pool Asset and the Related Assets by reason of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, this paragraph shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents), nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an Originator under any Pool Assets or Related Assets).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Pool Assets Receivables and Related Assets Rights under this Agreement shall be without recourse to any Originator. Each It is the express intent of each Originator and the Company intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Pool Assets and the Related Assets Transferee that each conveyance by such Originator to the CompanyTransferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of such Originator), providing the Company Transferee with the full risks and benefits of ownership of the Pool Assets Receivables and Related Assets Rights (such that the Pool Assets Receivables and the Related Assets Rights would not be property of such Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything ) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the contrary in this Agreement or any other Transaction Document, no payments by any Originator shall Transferee be made prior to the Company rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through such Originator, and intend to the extent that they constitute recourse with respect to treat each such conveyance as a Pool Asset “true sale” for all purposes under applicable law and the Related Assets by reason of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, this paragraph shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collectionsaccounting principles. None of the CompanyTransferee, any Purchaserthe Agent, any Purchaser Agent the Investors or the Administrative Agent other Affected Persons shall have any obligation or liability under any Pool Assets Receivables or Related Assets (including any commitment to fund loans under any Loan Documents)Rights, nor shall the CompanyTransferee, the Agent, any Purchaser, any Purchaser Agent Investor or the Administrative Agent other Affected Persons have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an any Originator under any Pool Assets Receivables or Related AssetsRights).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Pool Assets Receivables and Related Assets Rights under this Agreement shall be without recourse to any Originatorthe Transferor. Each Originator It is the express intent of the Transferor and the Company intend Transferee that each conveyance by the transactions hereunder Transferor to constitute absolute and irrevocable true sales or valid contributions the Transferee pursuant to this Agreement of Pool Assets the Receivables and the Related Assets Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator the Transferor to the CompanyTransferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor), providing the Company Transferee with the full risks and benefits of ownership of the Pool Assets Receivables and Related Assets Rights (such that the Pool Assets Receivables and the Related Assets Rights would not be property of such Originatorthe Transferor’s estate in the event of such Originatorthe Transferor’s bankruptcy). Notwithstanding anything ) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the contrary in this Agreement or any other Transaction Document, no payments by any Originator shall Transferee be made prior to the Company rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to the extent that they constitute recourse with respect to treat each such conveyance as a Pool Asset and the Related Assets by reason of the financial “true sale” or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that“true contribution”, as applicable, for the avoidance of doubt, this paragraph shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collectionsall purposes under applicable law and accounting principles. None of the CompanyTransferee, any Purchaserthe Agent, any Purchaser Agent the Investors or the Administrative Agent other Affected Persons shall have any obligation or liability under any Pool Assets Receivables or Related Assets (including any commitment to fund loans under any Loan Documents)Rights, nor shall the CompanyTransferee, the Agent, any Purchaser, any Purchaser Agent Investor or the Administrative Agent other Affected Persons have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator the Transferor (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an Originator the Transferor under any Pool Assets Receivables or Related AssetsRights).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Pool Assets Receivables and Related other Sold Assets under this Agreement shall be without recourse to any the Originator, provided, however, that the Originator shall be liable to the Buyer and its assigns for all representations, warranties, covenants and indemnities made by the Originator (other than in its role as Servicer) pursuant to the terms of the Transaction Documents to which the Originator is a party. Each The Originator and the Company Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions other absolute conveyances of Pool Assets the Purchased Receivables and the Related other Sold Assets by such the Originator to the CompanyBuyer, providing the Company Buyer with the full risks and benefits of ownership of the Pool Assets and Related Sold Assets (such that the Pool Assets and the Related Sold Assets would not be property of such the Originator’s estate in the event of such the Originator’s bankruptcy). Notwithstanding anything to If, however, despite the contrary intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or any other Transaction Document, no payments by any absolute conveyances of Receivables and the other Sold Assets from the Originator shall be made to the Company Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Originator hereby grants to the extent that they constitute recourse with respect Buyer a “security interest” within the meaning of Article 9 of the UCC in all of the Originator’s right, title and interest in and to a Pool Asset such Purchased Receivables and the Related Assets by reason other Sold Assets, now existing and hereafter created, to secure a loan in an amount equal to the aggregate purchase prices therefor and each of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, Originator’s other payment obligations under this paragraph Agreement. The Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable other than payment of the Purchase Price therefor, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any the Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an the Originator or the Servicer under any Pool Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, the Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(l), its master data processing records relating to the Receivables with a legend reasonably acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and that it will note in its financial statements that its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), the Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Security, Collections and other Sold Assets with respect thereto, or Related Assets)as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

No Recourse or Assumption of Obligations. Except as specifically provided in this AgreementThe contribution, the purchase and sale or contribution, as applicable, of Pool Assets and Related Assets Receivables under this Agreement shall be without recourse to the Originators, provided, however, that (i) each Originator shall be severally liable to the Buyer for all representations, warranties and covenants made by such Originator pursuant to this Agreement and (ii) such contribution, purchase and sale does not constitute and is not intended to result in an assumption by the Buyer of any Originatorassignee of any obligation of the Originators or any other person arising in connection with the Receivables. Each Originator and Buyer intend that the Company intend the sale transactions hereunder to constitute shall be absolute and irrevocable and shall constitute true sales or valid contributions of Pool Assets and the Related Assets Receivables by such Originator to the CompanyBuyer, providing the Company Buyer with the full risks and benefits of ownership of the Pool Assets and Related Assets Receivables originated by such Originator (such that the Pool Assets and the Related Assets Receivables would not be property of such Originator’s 's estate in the event of such Originator’s 's bankruptcy). Notwithstanding anything If, however, with respect to Sold Property conveyed to the contrary Buyer by the Originators, despite the intention of the parties, the conveyances provided for in this Agreement or any other Transaction Documentare determined not to be "true sales" of such Sold Property from the Originators to Buyer, no payments by any then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and (i) each United States Originator shall be made hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC, (ii) PerkinElmer Canada, Inc. hereby grants to Buyer a "security interest" within the meaning of the Personal Property Act (Ontario) and a "movable hypotec" within the meaning of the Civil Code of Quebec, and, in all of such Originator's right, title and interest in and to the Company such Sold Property, now existing and thereafter created, to secure a loan in an amount equal to the extent that they constitute recourse with respect to a Pool Asset aggregate purchase prices therefor and the Related Assets by reason each of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, such Originator's other payment obligations under this paragraph Agreement. Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any an Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an such Originator under any Pool Assets or Related AssetsReceivable).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Pool Assets Receivables and Related other Sold Assets under this Agreement shall be without recourse to any Originator, provided, however, that each Originator shall be liable to the Buyer and its assigns for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party. Each Originator The Originators and the Company Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions other absolute conveyances of Pool Assets the Purchased Receivables and the Related other Sold Assets by such an Originator to the CompanyBuyer, providing the Company Buyer with the full risks and benefits of ownership of the Pool Assets and Related Sold Assets (such that the Pool Assets and the Related Sold Assets would not be property of such any Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything to If, however, despite the contrary intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or any other Transaction Document, no payments by any absolute conveyances of Receivables and the other Sold Assets from an Originator shall be made to the Company Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and such Originator hereby grants to the extent that they constitute recourse with respect Buyer a “security interest” within the meaning of Article 9 of the UCC in all of such Originator’s right, title and interest in and to a Pool Asset such Purchased Receivables and the Related Assets by reason of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of other Sold Assets, now existing and hereafter created, to secure a loan in an Insolvency Event with respect amount equal to the related Account Debtor or Obligor); provided that, for the avoidance aggregate purchase prices therefor and each of doubt, such Originator’s other payment obligations under this paragraph Agreement. The Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable other than payment of the Purchase Price therefor, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an such Originator under any Pool Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, each Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(i), its master data processing reports relating to the Purchased Receivables and related Contracts with a legend that indicates that the Buyer has acquired such Purchased Receivables as provided in this Agreement. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Security, Collections and other Sold Assets with respect thereto, or Related Assets)as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Pool Assets and Related Assets Receivables under this Agreement shall be without recourse to any Originatorthe Originators. Each Originator and the Company Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Pool Assets Receivables, and the Related Assets related Receivables Assets, together with all of such Originator’s right, title and interest in, to and under the Lock-Boxes by such Originator to the CompanyBuyer, providing the Company Buyer with the full risks and benefits of ownership of the Pool Receivables, and the related Receivables Assets related thereto, together with all of such Originator’s right, title and Related Assets interest in, to and under the Lock-Boxes (such that the Pool Assets Receivables, and the Related related Receivables Assets related thereto, together with all of such Originator’s right, title and interest in, to and under the Lock-Boxes would not be property of such Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything to If, however, despite the contrary intention of the parties, the conveyances provided for in this Agreement or any other Transaction Documentare determined not to be “true sales” of Receivables from the Originators to Buyer, no payments by any then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC each and Originator shall be made hereby grants to Buyer a “security interest” within the Company meaning of Article 9 of the UCC in all of each Originator’s right, title and interest in and to the extent that they constitute recourse with respect to a Pool Asset such Receivables, and the Related related Receivables Assets by reason related thereto, together with all of such Originator’s right, title and interest in, to and under the financial or credit condition of the related Account Debtor or Obligor Lock-Boxes (including the occurrence of proceeds thereof), now existing and thereafter created, to secure a loan in an Insolvency Event with respect amount equal to the related Account Debtor or Obligor); provided that, for the avoidance aggregate purchase prices therefor and each of doubt, such Originator’s other payment obligations under this paragraph Agreement. Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any an Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an such Originator under any Pool Assets or Related AssetsReceivable).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Pool Assets Receivables and Related other Sold Assets under this Agreement shall be without recourse to any Originator, provided, however, that each Originator shall be liable to the Buyer and its assigns for all representations, warranties, covenants and indemnities made by such Originator (other than in its role as Servicer) pursuant to the terms of the Transaction Documents to which such Originator is a party. Each Originator The Originators and the Company Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions other absolute conveyances of Pool Assets the Purchased Receivables and the Related other Sold Assets by such an Originator to the CompanyBuyer, providing the Company Buyer with the full risks and benefits of ownership of the Pool Assets and Related Sold Assets (such that the Pool Assets and the Related Sold Assets would not be property of such any Originator’s estate in the event of such Originator’s bankruptcy). Notwithstanding anything to If, however, despite the contrary intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or any other Transaction Document, no payments by any absolute conveyances of Receivables and the other Sold Assets from an Originator shall be made to the Company Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and such Originator hereby grants to the extent that they constitute recourse with respect Buyer a “security interest” within the meaning of Article 9 of the UCC in all of such Originator’s right, title and interest in and to a Pool Asset such Purchased Receivables and the Related Assets by reason of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of other Sold Assets, now existing and hereafter created, to secure a loan in an Insolvency Event with respect amount equal to the related Account Debtor or Obligor); provided that, for the avoidance aggregate purchase prices therefor and each of doubt, such Originator’s other payment obligations under this paragraph Agreement. The Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable other than payment of the Purchase Price therefor, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an such Originator under any Pool Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, each Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(l), its master data processing records relating to the Receivables with a legend reasonably acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and that it will note in its financial statements that its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Security, Collections and other Sold Assets with respect thereto, or Related Assets)as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contributionof the Receivables, as applicable, of Pool Assets the Related Security and Related Assets all related Collections under this Agreement shall be without recourse to any Originatorthe applicable Seller. Each Originator The Sellers and the Company Buyer intend the transactions hereunder to constitute true sales of the Receivables (together with all Related Security and all related Collections) by each Seller to Buyer, and that this transaction shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable true sales or valid contributions of Pool Assets irrevocable, and the Related Assets by such Originator to the Company, providing the Company provides Buyer with the full risks and benefits of ownership of the Pool Assets Receivables (together with all Related Security and Related Assets (related Collections) such that the Pool Assets Receivables (together with all Related Security and the Related Assets all related Collections) would not be property of such Originatorthe applicable Seller’s estate in the event of such Originatorthe applicable Seller’s bankruptcy). Notwithstanding anything to If, however, despite the contrary intention of the parties, the conveyances provided for in this Agreement or any other Transaction Documentare determined not to be “True Sales” of the Receivables (together with all Related Security and all related Collections) from the applicable Seller to Buyer, no payments by any Originator then this Agreement shall also be made deemed to be a “Security Agreement” within the meaning of Article 9 of the UCC and each Seller hereby grants to Buyer a “Security Interest” within the meaning of Article 9 of the UCC in all of the applicable Seller’s right, title and interest in and to the Company Receivables, Related Security and Collections, now existing and thereafter created, to secure a loan in an amount equal to the extent that they constitute recourse with respect to a Pool Asset aggregate purchase prices therefor and the Related Assets by reason each of the financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the related Account Debtor or Obligor); provided that, for the avoidance of doubt, applicable Seller’s other payment obligations under this paragraph Agreement. Buyer shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the Company, any Purchaser, any Purchaser Agent or the Administrative Agent shall have any obligation or liability under with respect to any Pool Assets or Related Assets (including any commitment to fund loans under any Loan Documents)Receivable, nor shall the Company, any Purchaser, any Purchaser Agent or the Administrative Agent Buyer have any obligation or liability to any Account Debtor, Obligor or other customer or client of any Originator the applicable Seller (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of an Originator the applicable Seller under any Pool Assets or Related AssetsReceivable).