Rights of Purchaser; Notices to Account Debtor Sample Clauses

Rights of Purchaser; Notices to Account Debtor. Purchaser shall have all rights as holder and owner in respect of the Purchased Receivable, including the right to exercise any and all of its rights and remedies hereunder, under applicable law or at equity to collect the Purchased Receivable; provided that, nothing herein shall limit Purchaser’s obligation to pay the Deferred Purchase Price pursuant to Section 2(h) hereof. In furtherance of the foregoing, Servicer agrees to provide such cooperation (including, without limitation, developing and effecting a communications strategy with Account Debtor) as may reasonably be requested by Purchaser to exercise its rights as holder and owner of the Purchased Receivable; provided, however, that (i) unless Account Debtor fails to pay the entire Funded Amount on or prior to the Payment Due Date (a “Payment Default”), Purchaser will not communicate with Account Debtor with respect to the Purchased Receivable without the prior written consent of Servicer, which may be withheld in Servicer’s sole discretion. Following a Payment Default, Purchaser shall not communicate with Account Debtor with respect to Servicer or the Purchased Receivable unless Purchaser and Servicer are not able to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days. The foregoing restrictions on Purchaser shall terminate following (i) an Insolvency Event of Seller or Servicer; (ii) an event that results in a Material Adverse Change for ten (10) days after notice from Purchaser to Servicer to remedy such Material Adverse Change; provided that, for purposes of this Section 7(d), a Material Adverse Change will be deemed to include (A) a breach by Seller of Sections 5(e) or 5(f) hereof and (B) a termination of the Contract; or (iii) a Payment Default following which Purchaser and Servicer are unable to mutually agree upon a reasonable course of action to be adopted within ten (10) Business Days (together, a “Specified Event”). Following a Specified Event, Purchaser shall be entitled to enforce its rights against Account Debtor in a commercially reasonable manner as the owner and holder of the Purchased Receivable, and Purchaser has the right to request reasonable assistance from Seller and Servicer in order to collect such outstanding amounts; provided that, Purchaser shall provide Seller and Servicer with five (5) days’ written notice before its initial contact with Account Debtor and promptly after such contact. Notwithstanding anything to the contrary con...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs

Related to Rights of Purchaser; Notices to Account Debtor

  • Notice to Account Debtors Lender may, at any time after an Event of Default, notify the account debtors and obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness to Borrower included in the Property to pay Lender directly. Borrower shall at any time or from time to time upon the request of Lender provide to Lender a current list of all such account debtors and obligors and their addresses.

  • Notification to Account Debtors The Lender shall have the right at any time (whether or not an Event of Default has occurred) to notify any of the Borrower's Account Debtors to make payment directly to the Lender and to collect all amounts due on account of the Collateral.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Initial Mortgage Loans from each of the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the applicable Seller on the Closing Date the purchase price for the applicable Initial Mortgage Loans provided in the Adoption Annex attached as Annex 1 to this Agreement (the "Adoption Annex").

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Collection Notices The Collateral Agent is authorized at any time after the occurrence and during the continuance of an Amortization Event to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Collateral Agent for the benefit of the Purchasers, effective when the Collateral Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. After the occurrence and during the continuance of an Amortization Event, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to (i) endorse Seller’s name on checks and other instruments representing Collections and (ii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Collateral Agent rather than Seller. Following the Amortization Date, Seller hereby authorizes the Collateral Agent, and agrees that the Collateral Agent shall be entitled, to enforce the Receivables, the related Contracts and the Related Security.

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

  • Conditions to Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

Time is Money Join Law Insider Premium to draft better contracts faster.