Purchase and Sale of Accounts Receivable Sample Clauses

Purchase and Sale of Accounts Receivable. (a) Client hereby sells, assigns, transfers, conveys and delivers to Factor, and Factor purchases and accepts from Client upon the terms and conditions set forth herein, all of Client's right, title and interest in and to (i) all accounts receivable which are accepted for purchase by Factor as described in Section 1(b) (any and all accounts receivable which are created by Client, whether or not Factor accepts and purchases them, are defined herein as "Accounts"; the term "
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Purchase and Sale of Accounts Receivable. Those Accounts Receivable that Access Capital elects to purchase from any of the Companies (the "Eligible Accounts Receivable") shall be listed in an Invoice Delivery Schedule prepared for each purchase by Access Capital (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Delivery Schedule"). Upon creation by Access Capital of an Invoice Delivery Schedule, the Companies shall be deemed to have sold, assigned, transferred, conveyed and delivered to Access Capital, and Access Capital shall be deemed to have purchased and received from the Companies, all right, title and interest of the Companies in and to the Accounts Receivable listed in such Invoice Delivery Schedule. Access Capital shall have no obligation to deem any Account Receivable from a specific Account Debtor to be an Eligible Account Receivable if 25% or more of the Accounts Receivable from such Account Debtor exceeds the Eligibility Period (as such term is defined in paragraph 3 herein). Notwithstanding the foregoing, if a particular Account Receivable tendered by a Company to Access Capital is not included in an Invoice Delivery Schedule, but Access Capital nonetheless makes an Initial Payment to the Companies for such Account Receivable, then Access Capital shall be presumed conclusively to have purchased, and the Company shall be presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, the Companies' representations and warranties to Access Capital) of this Agreement. The Accounts Receivable that Access Capital has purchased, either by its acceptance of an Invoice Delivery Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables."
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Purchase and Sale of Accounts Receivable. (a) Company agrees to assign and sell to Purchaser as absolute owner (i) certain of its present and future Accounts Receivable (as defined in Section 1(b)), (ii) upon Purchaser's election all of Company's interest in the goods represented by the Accounts Receivable, including goods that may be returned by Company's customers ("Customers"), and (iii) all of its rights against third parties with respect to the Accounts Receivable. Purchaser agrees to purchase certain of the Accounts Receivable in accordance with the terms of this Agreement. The assignment and sale of the Accounts Receivable shall be further evidenced by an Assignment Agreement to be executed in connection with this Agreement.
Sample 1
Purchase and Sale of Accounts Receivable. For the consideration hereinafter set forth and subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer, convey, assign and deliver to Factor as absolute owner thereof, and Factor hereby agrees to purchase and receive from Seller all of Seller's right, title and interest in and to certain accounts receivable arising from the furnishing of materials or the rendering of labor by Seller in Seller's ordinary course of business. For all purposes hereof, the term "Accounts Receivable" is intended to mean and include each account created as a result of the sale of goods and/or services furnished pursuant to and in compliance with a contract between Seller and its customers, and all accounts as defined under the Uniform Commercial Code of South Carolina as in effect from time to time. In addition to the Accounts Receivable purchased, Seller shall be deemed to have sold and assigned all incidental rights with respect thereto, including any guarantees.
Sample 1
Purchase and Sale of Accounts Receivable. For the consideration hereinafter set forth and subject to the terms and conditions contained herein, Client hereby sells, transfers, conveys, assigns, and delivers to ICC as absolute owner, and ICC hereby purchases and receives from Client all of the right, title and interest of Client in and to those certain accounts receivable arising from the sale of merchandise or the rendering of services by Client in the ordinary course of Client's business (hereinafter referred to as ““Accounts”” or ““Account””) which have been duly offered for sale by Client to ICC and approved for purchase by ICC for fees as set out in the Fee Schedule described in Paragraph 30 by reference (““Fees”” or ““Fee””) in accordance with the terms hereof. The sale, assignment, transfer and conveyance contemplated by this Agreement (i) is a sale by Client and a purchase by ICC, and is not security for any indebtedness or other obligation of Client to ICC and (ii) does not constitute and is not intended to result in an assumption by ICC of any obligation of Client or any other person in connection with the Accounts or related rights or under any agreement or instrument relating thereto. The purchase of Accounts as contemplated herein shall be with recourse to Client as more fully defined below: Client shall bear credit risk as well as risk of non-payment of purchased Accounts resulting from any other reason, condition, or circumstance. Client shall have the obligation to maintain independent records and documents relating to the dates Accounts were sold to ICC. Unless otherwise agreed to in writing by Client and ICC, Client shall have the obligation to repurchase from ICC any and all Accounts purchased by ICC on the earlier of i) 90 days after the date of purchase by ICC of such Account(s); or ii) the date on which a reason for non-payment is raised by the Account Debtor, whether said reason is valid or invalid. The purchase price payable by Client under this Paragraph 1 shall be the sum of the original purchase price paid by ICC to Client for the applicable Account(s), the corresponding Fees and all reimbursable expenses relating to such Account(s).
Sample 1
Purchase and Sale of Accounts Receivable. 3.1 From time to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) shall be in writing substantially in the form of the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” and shall specifically identify in the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”).
Sample 1
Purchase and Sale of Accounts Receivable. Seller hereby sells, ---------------------------------------- assigns, transfers, conveys and delivers to Purchaser and Purchaser hereby purchases and receives from Seller all right, title and interest of Seller in and to the Accounts Receivable due from Customer to Seller, including, without limitation, the full power and authority to collect the Accounts Receivable through legal action or otherwise. In order to qualify as an Accounts Receivable under this Agreement, a specific Invoice of an approved Customer must have been approved by Purchaser in Purchaser's sole and absolute discretion. Evidence of acceptance of an Account Receivable shall be indicated on Purchaser's standard Accounts Receivable Verification Report ("ARVR") form. The ARVR shall identify the Customer, the number(s) of the Invoice(s), the purchase price, the initial payment and the Contingent Reserve (defined below).
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Purchase and Sale of Accounts Receivable 
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Related to Purchase and Sale of Accounts Receivable

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Sale of Accounts The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of Receivables Each of the Seller and the Depositor is, as of the time of the transfer to the Purchaser of each Receivable being sold to the Purchaser by it hereunder on the Closing Date, the sole owner of such Receivable free from any Lien other than those released at or prior to such transfer. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against any Originator, the Seller or any Subsidiary of any Originator or the Seller or purporting to be filed on behalf of any Originator, the Seller or any Subsidiary of any Originator or the Seller covering any interest of any kind in any Contracts and related Receivables and any Originator and the Seller will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Contracts and related Receivables, except (i) in each case any financing statements filed in respect of and covering the purchase of the Contracts and related Receivables by the Purchaser or filed in connection with the Transaction Documents and (ii) financing statements for which a release of Lien has been obtained or that has been assigned to the Purchaser or the Trustee. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Contract or related Receivable sold hereunder have been accomplished and are in full force and effect, or will be accomplished and in full force and effect prior to the time required in clause (iii) of Section 3.1, and the Seller shall at its expense perform all acts and execute all documents necessary or reasonably requested by the Purchaser, the Receivables Trust, the Issuer or the Trustee at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Receivables Trust in the Contracts and related Receivables and the priority thereof.

  • Collection of Accounts Receivable (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the purposes of collecting the MMP Accounts Receivable. Purchaser will collect the MMP Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

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