Purchase and Assignment of Accounts Sample Clauses

Purchase and Assignment of Accounts. Pursuant to the terms herein and in consideration for amounts paid to the Customer on the date hereof as well as amounts paid to the Customer during the term hereof, the Customer hereby agrees to sell, transfer and assign to WFBC, with recourse, as absolute owner, and WFBC hereby agrees to purchase from the Customer, during the period from the Closing Date to but excluding the Termination Date, as of the date of each delivery of each Assignment and Schedule of Accounts acceptable to WFBC in its sole discretion, all of the Customer’s right, title and interest in and to the following:
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Purchase and Assignment of Accounts. Client hereby agrees to sell and assign to Purchaser, and Purchaser hereby agrees to purchase as absolute owner, certain Approved Accounts of such Client arising from sales of inventory or rendition of services in the ordinary course of business by such Client to a Customer, without further act or instrument. With respect to each Approved Account offered for sale by Client to Purchaser hereunder and accepted for purchase by Purchaser from Client hereunder, the assignment to Purchaser of such Approved Account, and purchase by Purchaser of such Approved Account, will be effective as of the date of payment by Purchaser (or Administrative Purchaser on behalf of Purchaser) of the Initial Payment of the Purchase Price for such Approved Account (such Approved Accounts, upon effectiveness of the assignment and purchase thereof, being referred to, collectively, as the “Purchased Accounts”). Except as set forth herein, all purchases by Purchaser of Purchased Accounts shall be without recourse to Client.
Purchase and Assignment of Accounts. Client hereby agrees to sell and assign to Purchaser, and Purchaser hereby agrees to purchase as absolute owner, certain Approved Accounts of Client arising from sales of inventory or rendition of services in the ordinary course of business by Client to a Customer, without further act or instrument. With respect to each Approved Account offered for sale by Client to Purchaser hereunder and accepted for purchase by Purchaser from Client hereunder, the assignment to Purchaser of such Approved Account, and purchase by Purchaser of such Approved Account, will be effective as of the date of payment by Purchaser of the Initial Payment of the Purchase Price for such Approved Account in accordance with the terms hereof (such Approved Accounts, upon effectiveness of the assignment and purchase thereof and so long as such Approved Account has not been repurchased by Client, being referred to, collectively, as the “Purchased Accounts”). It is understood and agreed that, notwithstanding any increase in the Initial Payment of the Purchase Price for an Unbilled Account upon the Conversion Date thereof in accordance with Section 1.4 below, but without limiting the obligation of Purchaser under Section 1.4 below with respect to payment of such increase, the assignment from Client to Purchaser and purchase by Purchaser from Client of an Unbilled Account will be effective, and such Unbilled Account shall constitute a Purchased Account (so long as it has not been repurchased by Client), as of the date of payment by Purchaser of such Initial Payment calculated using the Purchase Price Rate for Unbilled Accounts. Except as set forth herein, all purchases by Purchaser of Purchased Accounts shall be without recourse to Client.
Purchase and Assignment of Accounts. Pursuant to the terms herein and in consideration for amounts paid to the Customer on the date hereof as well as amounts paid to the Customer during the term hereof, the Customer hereby agrees to sell, transfer and assign to WFBC, its successors and assigns, with recourse as provided herein, as absolute owner, on a fully serviced basis, and WFBC hereby agrees to purchase from the Customer, during the period from the Closing Date to but excluding the Termination Date, as of the date of each delivery of each Assignment and Schedule of Accounts acceptable to WFBC in its commercially reasonable sole discretion, all without the need of any other formal agreement, document or instrument of assignment, other than the delivery of each such Assignment and Schedule of Accounts, all of the Customer’s right, title and interest in and to the following:
Purchase and Assignment of Accounts. Pursuant to the terms herein and in consideration for amounts paid to the Customer on the date hereof as well as amounts paid to the Customer during the term hereof, the Customer hereby agrees to sell, transfer and assign to WFB, as absolute owner, and WFB hereby agrees to purchase from the Customer, during the period from the Closing Date to but excluding the Termination Date, as of the date of each delivery of each Assignment and Schedule of Accounts acceptable to WFB in its Permitted Discretion, at WFB’s option and its Permitted Discretion, all of the Customer’s right, title and interest in and to the following:
Purchase and Assignment of Accounts 

Related to Purchase and Assignment of Accounts

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

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