Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to sell (without recourse except to the limited extent specifically provided herein) or, in the case of the Member, sell or contribute, to Buyer on the Effective Date and on each Business Day thereafter (each such date, a "Transfer Date") all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. All such Transfers by an Originator to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a "Receivables Assignment," and collectively, the "Receivables Assignments"), and each Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date.
Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to sell (without recourse except to the limited extent specifically provided herein) to Buyer on the Effective Date and on each Business Day thereafter (each such date, a “Transfer Date”) all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase all such Receivables on each such Transfer Date. All such Transfers by an Originator to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”), and each Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date.
Receivables Transfers. Transfer any of its accounts receivable to ICPPC, whether by means of a sale, capital contribution or other transfer, unless such receivables are sold by ICPPC to the Receivables Purchaser pursuant to the Receivables Purchase Agreement and ICPPC becomes a party to the Assignment of Receivables Securitization Proceeds and subjects its right to receive the proceeds from such sale to the first priority security interest of the Lender.
Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to and hereby does sell (without recourse except to the limited extent specifically provided herein) or, in the case of the Member, sell or contribute, to the Buyer on the Effective Date and on each Business Day thereafter (each such date, a “Transfer Date”) all Receivables owned by it on each such Transfer Date, and the Buyer agrees to and hereby does purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. All such Transfers by an Originator to the Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”), and each Originator and the Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date. Notwithstanding anything to the contrary herein, the Originators shall terminate and cease all transfers of Receivables to the Buyer at the close of business on the Business Day after the delivery of a Receivables Termination Notice (as such term is defined in the Intercreditor Agreement) to the Administrative Agent, the Group Agents and the Originators is effective in accordance with Section 3.1 of the Intercreditor Agreement unless on the date of such notice any Originator certifies in writing to the “General Administrative Agent” under and as defined in the Credit Agreement (which certification the Originators covenant and agree to provide, if true) that there is a Funding Excess, in which case all such termination and cessation shall be effective at the close of business two (2) Business Days after the Receivables Termination Notice is effective in accordance with Section 3.1 of the Intercreditor Agreement); provided that in the case of an Event of Default under the Credit Agreement resulting from the commencement of a bankruptcy, insolvency or similar proceeding relating to any Originator, all transfers of Receivables immediately and automatically shall terminate and cease without notice of any kind (except to the extent otherwise required pursuant to an order entered by the bankruptcy court having jurisdiction over such proceeding).
Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to sell (without recourse except to the limited extent specifically provided herein) or, in the case of the Parent, sell or contribute, to Buyer on (x) with respect to Parent, January 23, 2009 and on each Business Day thereafter, (y) with respect to Hyve, November 29, 2014 and on each Business Day thereafter and (z) with respect to each of AVT Technology Solutions LLC, DLT Solutions, LLC, Tech Data Government Solutions and Tech Data Corporation, on the Effective Date and on each Business Day thereafter (each such date, a “Transfer Date”) all Receivables owned by it on each such Transfer Date other than the Excluded Receivables, and Buyer agrees to purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. All such Transfers by an Originator to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”), and each Originator and Buyer shall have executed and delivered a Receivables Assignment on or before the initial Transfer Date on which such Originator first transferred Receivables to Buyer hereunder.
Receivables Transfers. Prior to the Effective Date, each Existing Originator sold, assigned, transferred, conveyed or contributed to the Buyer, without recourse (except to the extent provided in the Existing Sale Agreement) such Existing Originator’s right, title and interest in and to all Receivables existing or arising from time to time prior to the Effective Date. Subject to the terms and conditions hereof, each Originator agrees to sell (without recourse except to the limited extent specifically provided herein) or (in the case of the Parent) contribute to Buyer, commencing on the Effective Date in the case of each Existing Originator and commencing on the applicable Initial Sale Date with respect to each New Originator and on each Business Day thereafter until the Facility Termination Date) (each such date, a “Transfer Date”), all Receivables owned by it on each such Transfer Date (to the extent not already sold, assigned, transferred, conveyed or contributed pursuant to the Existing Sale Agreement), and Buyer agrees to purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. All such Transfers by an Originator to Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”). Each Existing Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Effective Date, and each New Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Initial Sale Date with respect to such New Originator.
Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to sell (without recourse except to the extent specifically provided herein) to Buyer on the Closing Date and on each Business Day thereafter (each such date, a "TRANSFER DATE") all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase all such Receivables on each such Transfer Date (each such sale and purchase, a "TRANSFER"). All Transfers by an Originator to the Buyer shall collectively be evidenced by a certificate of assignment substantially in the form of EXHIBIT 2.01(a) (each, a "RECEIVABLES ASSIGNMENT," and collectively, the "RECEIVABLES ASSIGNMENTS"), and each Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Closing Date.
Receivables Transfers. Subject to the terms and conditions hereof, --------------------- each Originator agrees to sell (without recourse except to the extent specifically provided herein) or, in the case of the Member, sell or contribute, to Buyer on the Effective Date and on each Business Day thereafter (each such date, a "Transfer Date") all Receivables owned by it on each such Transfer Date, ------------- and Buyer agrees to purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. Each such Transfer shall be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) --------------- (each, a "Receivables Assignment," and collectively, the "Receivables ---------------------- ----------- Assignments"), and each Originator and Buyer shall execute and deliver a ----------- Receivables Assignment on or before the Effective Date.
Receivables Transfers. Subject to the terms and conditions hereof, the Originator agrees to sell and absolutely assign and transfer (without representation , warranty or recourse, except to the extent specifically provided Sections 4.01, 4.04 and 5.01 hereof) or contribute to Buyer on the Closing Date and on each Business Day thereafter (each such date, a "Transfer Date") all right, title and interest (legal or equitable) in and to all Receivables owned by it on each such Transfer Date (other than Receivables previously transferred to Buyer and repurchased by the Originator pursuant to Section 4.04 hereof), and Buyer agrees to purchase or acquire as a capital contribution all such Receivables on each such Transfer Date. Each such Transfer shall be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a "Receivables Assignment," and collectively, the "Receivables Assignments"), and the Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Closing Date.
Receivables Transfers. Subject to the terms and conditions hereof, each Originator agrees to sell without recourse (except to the limited extent expressly and specifically provided herein) or, in the case of Metaldyne Company LLC, contribute or sell to MRFC on the Closing Date (or, if such Originator is not an Originator on the Closing Date, on such Originator’s Originator Effective Date) and on each Business Day thereafter until the Facility Termination Date (each such date, a “Transfer Date”), in a transaction that is intended to qualify as a “true sale” for bankruptcy law purposes and for all other purposes, all Receivables owned by it on each such Transfer Date, and MRFC agrees to purchase or acquire as a capital contribution, as the case may be, all such Receivables on each such Transfer Date. Each such Transfer shall be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a) (each, a “Receivables Assignment,” and collectively, the “Receivables Assignments”), and each Originator and MRFC shall execute and deliver a Receivables Assignment on or before such Originator’s Originator Effective Date.
