Common use of Purchases of Receivables Clause in Contracts

Purchases of Receivables. (a) (i) Effective on the date hereof, in consideration for the Purchase Price, in the case of purchases hereunder, 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 or receive as a contribution of capital, as applicable, 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 (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables existing as of the Initial Cutoff Date together with all Related Security and Collections related thereto, and on each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables arising on the date hereof and arising on each date thereafter 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 the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such information, reports or documents as Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreement.

Purchases of Receivables. (a) (i) Effective on the date hereof, in consideration for the Purchase Price, in the case of purchases hereunder, and upon the terms and subject to the conditions set forth herein, Originator does hereby contribute, sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase or receive accept as a contribution of capitalor purchase, as applicable, from Originator, all of Originator’s '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 (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of Originator’s 's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date close of business on the Business Day immediately prior to the date hereof together with all Related Security and Collections related thereto, and on . On each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of Originator’s right, title and interest in and to all Receivables arising on the date hereof and thereafter arising on each date thereafter 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 the payment 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 (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreementrequest.

Purchases of Receivables. (a) (i) Effective on the date hereofof the initial Purchase hereunder, in consideration for the Purchase Price, in the case of purchases hereunder, Price and upon the terms and subject to the conditions set forth herein, the Originator does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase or receive as a contribution of capitalfrom the Originator, as applicable, from Originatoron the terms and subject to the conditions set forth herein, all of the Originator’s '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 (the “Initial Cutoff Date”) of such initial Purchase and all Receivables thereafter arising through and including the Termination Datearising, together together, in each case, with all Related Security relating thereto there to and all Collections thereof; PROVIDED, HOWEVER, that in no event shall the Buyer purchase, or the Originator sell, any Receivable arising after the Termination Date. In accordance with the preceding sentence, on On the date hereof Originator shall sell or contribute and assign to Buyerof the initial Purchase, and the Buyer shall acquire, acquire all of the Originator’s 's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date together with all Related Security and Collections related thereto, and close of business on each Business Day after the such date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables arising on the date hereof and arising on each date thereafter through and including the Termination Date, (together with all Related Security relating thereto and all Collections thereof). On each Business Day thereafter through and including the Termination Date, the Buyer shall be obligated acquire all of the Originator's right, title and interest in and to pay all Receivables which were not previously purchased by the Buyer hereunder upon the creation of such Receivables (together with all Related Security relating thereto and all Collections thereof; PROVIDED THAT the acquisition by the Buyer of such right, title and interest of the Originator in connection with each Purchase hereunder is conditioned upon and subject to the Originator's receipt of the Purchase Price for the Receivables purchased hereunder therefor in accordance with Section 1.2SECTION 1.2 below. In connection with the payment consummation of the any Purchase Price for any Receivables purchased hereunder, the Buyer may request that the Originator deliver, and the Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreementrequest.

Purchases of Receivables. (a) (i) Effective on the date hereof, in consideration for the Purchase Price, in the case of purchases hereunder, 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 or receive as a contribution of capital, as applicable, 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 (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of Originator’s right, title and interest in and to all Receivables existing as of the Initial Cutoff Date together with all Related Security and Collections related thereto, and on each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of Originator’s right, title and interest in and to all Receivables of Originator arising on the date hereof and arising on each date thereafter 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 the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such information, reports or documents as Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreement.

Purchases of Receivables. (a) (i) Effective on the date hereof, in consideration for the Purchase Price, in the case of purchases hereunder, and upon the terms and subject to the conditions set forth herein, Originator each Originator, severally and for itself, 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 or receive as a contribution of capitalpurchase, as applicable, from such Originator, all of such Originator’s right, title and interest in and to all Receivables of such Originator existing as of the close of business on the Business Day immediately prior to the date hereof (including all Receivables of such Originator reconveyed to such Originator on the “Initial Cutoff Date”date hereof pursuant to the Termination Agreement) and all Receivables of such Originator thereafter arising (or with respect to any Originator (if any) that first becomes a party hereto after the date hereof, all Receivables of such Originator existing from and after the Applicable Cutoff Date) through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof (or with respect to any Originator (if any) that first becomes a party hereto after the date hereof, the date such Originator becomes a party hereto), each Originator shall sell or contribute and assign to Buyer, and Buyer shall acquireacquire all of each Originators’ right, title and interest in and to all Receivables of such Originator existing as of the close of business on the Business Day immediately prior to the date hereof (including all Receivables of such Originator reconveyed to such Originator on the date hereof pursuant to the Termination Agreement) (or with respect to any Originator (if any) that first becomes a party hereto after the date hereof, all Receivables of such Originator existing as of the Applicable Cutoff Date) together with all Related Security and Collections related thereto. On each Business Day after the date hereof (or with respect to any Originator (if any) that first becomes a party hereto after the date hereof, the date such Originator becomes a party hereto), each Originator shall sell, and Buyer shall acquire all of such Originator’s right, title and interest in and to all Receivables existing as of such Originator originated on the Initial Cutoff Date together date hereof (or with all Related Security and Collections related thereto, and on each Business Day respect to any Originator (if any) that first becomes a party hereto after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables of such Originator arising on the date hereof such Originator becomes a party hereto) and arising on each date thereafter originated 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 from each Originator hereunder in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such information, reports or documents as Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreement1.4.

Purchases of Receivables. (a) (i) Effective on the date hereofof the initial Purchase hereunder, in consideration for the Purchase Price, in the case of purchases hereunder, Price and upon the terms and subject to the conditions set forth herein, Originator each of the Originators does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase or receive as a contribution of capitalfrom such Originator, as applicable, from Originatoron the terms and subject to the conditions set forth herein, all of such Originator’s right, title and interest in and to all Receivables originated by such Originator and existing as of the close of business on the date of such initial Purchase and all Receivables thereafter arising, together, in each case, with all Related Security relating there to and all Collections thereof; provided, however, that in no event shall the Buyer purchase or shall any Originator sell, any Receivable arising after the Termination Date. On the date of the initial Purchase, the Buyer shall acquire all of each 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 such date hereof (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof). In accordance with Thereafter, through and including the preceding sentenceTermination Date, on the date hereof Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of each Originator’s right, title and interest in and to all Receivables existing as which were not previously purchased by the Buyer hereunder upon the creation of the Initial Cutoff Date together with all Related Security and Collections related thereto, and on each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all such Receivables arising on the date hereof and arising on each date thereafter through and including the Termination Date, (together with all Related Security relating thereto and all Collections thereof. ), provided that the acquisition by the Buyer shall be obligated of such right, title and interest of each Originator in connection with each Purchase hereunder is conditioned upon and subject to pay such Originator’s receipt of the Purchase Price for the Receivables purchased hereunder therefor in accordance with Section 1.21.2 below. In connection with the payment consummation of the any Purchase Price for any Receivables purchased hereunder, the Buyer may request that the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreementrequest.

Purchases of Receivables. (a) (i) Effective on the date hereofInitial ------------------------ Closing Date, in consideration for the Buyer's agreement to make Purchase Price, in the case of purchases hereunder, Price payments hereunder and otherwise upon the terms and subject to the conditions set forth herein, each Originator does hereby severally and not jointly agree to sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby agree to purchase or receive as a contribution of capitalfrom each such Originator, as applicable, from Originatoron the terms and subject to the conditions set forth herein, all of such Originator’s 's right, title and interest in and to each Receivable of such Originator that existed as of the close of such Originator's business on the Initial Closing Date, and each Receivable created by such Originator thereafter, together, in each case, with all Collections relating thereto; provided, however, that in no event shall the -------- ------- Buyer purchase (A) any Receivable created on or after the Termination Date, or (B) any Receivable from an Originator other than an Eligible Originator. On the Initial Closing Date, the Buyer shall acquire all right, title and interest of each Originator in and to all such Originator's Receivables existing as of the close of business on such date (together with all Collections relating thereto). On each Business Day thereafter through and including the Termination Date, the Buyer shall acquire from each Eligible Originator all of such Eligible Originator's right, title and interest in and to all of such Eligible Originator's Receivables existing as of the close of business on the Business Day immediately prior to the date hereof (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together with all Related Security Collections relating thereto thereto) which were not previously purchased by the Buyer hereunder immediately (and all Collections thereof. In accordance with without further action) upon the preceding sentence, on creation of such Receivables; provided that the date hereof Originator shall sell or contribute and assign to Buyer, and -------- acquisition by the Buyer shall acquire, all of Originator’s such right, title and interest of any Originator in and to all Receivables existing as of the Initial Cutoff Date together with all Related Security and Collections related thereto, and on each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables arising on the date hereof and arising on each date thereafter 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 the payment each Buyer hereunder is conditioned upon and subject to such Originator's receipt of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such information, reports or documents as Buyer (or its assigns) may reasonably request payments relating to the Receivables, Related Security or Collections thereto in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by accordance with this Agreement.Article II. ----------

Purchases of Receivables. (a) (i) Effective on the date hereofof the initial Purchase hereunder, in consideration for the Purchase Price, in the case of purchases hereunder, Price and upon the terms and subject to the conditions set forth herein, Originator OMNOVA 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 or receive as a contribution of capital, as applicable, from OriginatorOMNOVA, all of Originator’s OMNOVA's right, title and interest in and to all Receivables existing as of the date of such initial Purchase and all Receivables thereafter arising, together, in each case, with all Related Security relating thereto and all Collections thereof; PROVIDED, HOWEVER, that in no event shall Buyer be obligated to purchase, or OMNOVA be obligated to sell, any Receivable arising after the Purchase Termination Date. In accordance with the preceding sentence, on the date of the initial Purchase, Buyer shall acquire all of OMNOVA'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 (the “Initial Cutoff Date”) and all Receivables thereafter arising through and including the Termination Datesuch Purchase, together with all Related Security relating thereto and all Collections thereof. In accordance with thereof and on each Business Day thereafter through and including the preceding sentencePurchase Termination Date, on the date hereof Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, acquire all of Originator’s OMNOVA's right, title and interest in and to all Receivables existing as which were not previously purchased by Buyer hereunder upon the creation of the Initial Cutoff Date together with all Related Security and Collections related thereto, and on each Business Day after the date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all such Receivables arising on the date hereof and arising on each date thereafter through and including the Termination Date, (together with all Related Security relating thereto and all Collections thereof. ); PROVIDED that, in each case, the acquisition by Buyer shall be obligated of such right, title and interest of OMNOVA in connection with each Purchase hereunder is conditioned upon and subject to pay OMNOVA's receipt of the Purchase Price for the Receivables purchased hereunder therefor in accordance with Section SECTION 1.2. In connection with the payment consummation of the any Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator OMNOVA deliver, and Originator OMNOVA shall deliver, such approvals, opinions, information, reports or documents as Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreementrequest.

Purchases of Receivables. (a) (i) Effective on the date hereofof the initial Purchase hereunder, in consideration for the Purchase Price, in the case of purchases hereunder, Price and upon the terms and subject to the conditions set forth herein, the Originator does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase or receive as a contribution of capitalfrom the Originator, as applicable, from Originatoron the term and subject to the conditions set forth herein, all of the Originator’s '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 (the “Initial Cutoff Date”) of such initial Purchase and all Receivables thereafter arising through and including the Termination Datearising, together together, in each case, with all Related Security relating thereto there to and all Collections thereof; PROVIDED, HOWEVER, that in no event shall the Buyer purchase, or the Originator sell, any Receivable arising after the Termination Date. In accordance with the preceding sentence, on On the date hereof Originator shall sell or contribute and assign to Buyerof the initial Purchase, and the Buyer shall acquire, acquire all of the Originator’s 's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date together with all Related Security and Collections related thereto, and close of business on each Business Day after the such date hereof, Originator shall sell or contribute and assign to Buyer, and Buyer shall acquire, all of Originator’s right, title and interest in and to all Receivables arising on the date hereof and arising on each date thereafter through and including the Termination Date, (together with all Related Security relating thereto and all Collections thereof). On each Business Day thereafter through and including the Termination Date, the Buyer shall be obligated acquire all of the Originator's right, title and interest in and to pay all Receivables which were not previously purchased by the Buyer hereunder upon the creation of such Receivables (together with all Related Security relating thereto and all Collections thereof), PROVIDED THAT the acquisition by the Buyer of such right, title and interest of the Originator in connection with each Purchase hereunder is conditioned upon and subject to the Originator's receipt of the Purchase Price for the Receivables purchased hereunder therefor in accordance with Section 1.2SECTION 1.2 below. In connection with the payment consummation of the any Purchase Price for any Receivables purchased hereunder, the Buyer may request that the Originator deliver, and the Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer (or its assigns) may reasonably request relating to the Receivables, Related Security or Collections in order to protect or more fully evidence or describe the interests of Buyer (or its assigns) as contemplated by this Agreementrequest.