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.
Sale of Receivables. Each Merchant and XXXX agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from XXXX to any Merchant. XXXX is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in XXXX not receiving the Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. XXXX has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to XXXX in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate.
Sale of Receivables. (a) The method, manner, time, place and terms of any sale of Receivables (or interests therein) pursuant to Section 5.05(a)(iii) shall be commercially reasonable. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any sale.
Sale of Receivables. Notwithstanding the otherwise applicable conditions precedent to Investments hereunder, upon effectiveness of this Agreement in accordance with its terms, (i) the Purchaser shall be deemed to have made a U.S. Capital Investment equal to the outstanding “U.S. Capital” under, and as defined in, the Existing Agreement, (ii) the Purchaser shall be deemed to have made a Euro Capital Investment equal to the outstanding “Euro Capital” under, and as defined in, the Existing Agreement, (iii) the Purchaser’s outstanding U.S. Capital hereunder after giving effect to such deemed Investment (but prior to giving effect to any other Investment hereunder) shall be equal to the “U.S. Capital” that was outstanding under, and as defined in, the Existing Agreement immediately prior to the effectiveness of this Agreement and (iv) the Purchaser’s outstanding Euro Capital hereunder after giving effect to such deemed Investment (but prior to giving effect to any other Investment hereunder) shall be equal to the “Euro Capital” that was outstanding under, and as defined in, the Existing Agreement immediately prior to the effectiveness of this Agreement. In consideration of such initial Investment and the entry into this Agreement by the Agent and the Purchaser and the Purchaser’s agreement to make payments to the Sellers from time to time in accordance with Section 1.4, effective on the Closing Date, each Seller hereby sells, conveys, transfers and assigns to the Purchaser, all of such Seller’s right, title and interest in and to the following (collectively, the “Purchased Assets”): (i) all such Seller’s Pool Receivables existing on the Closing Date or thereafter arising or acquired by such Seller from time to time prior to the Facility Termination Date, (ii) all Related Security, whether existing on the Closing Date or thereafter arising at any time and acquired by such Seller, (iii) all Collections with respect to the foregoing and (iv) the Purchase and Sale Agreements.
Sale of Receivables. This Supplemental Conveyance constitutes a valid sale to Purchaser of all right, title and interest of RPA Seller in the Receivables and other Related Assets now existing or hereafter created from time to time in the Additional Accounts, and such property will be held by Purchaser free and clear of any Lien;
Sale of Receivables. Each Merchant and CF agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CF to any Merchant. CF is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in CF not receiving the Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. CF has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to CF in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate.
Sale of Receivables. (a) (i) If the Series 2007-1 Notes have been accelerated pursuant to Section 702 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders will, cause the Master Trust to sell Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount up to the Nominal Liquidation Amount of Series 2007-1 plus any accrued, past due and additional interest on the Series 2007-1 Notes.
Sale of Receivables. Sell Receivables solely in accordance with the terms of this Agreement.
Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below:
Sale of Receivables. The Seller is, on such Purchase Date, the sole owner of each Receivable being sold on such Purchase Date free from any Lien other than those released at or prior to such Purchase Date. There is no effective financing statement (or similar statement or instrument of registration under the Law of any jurisdiction) on file or registered in any public office filed against the Seller covering any Contracts or Related Rights 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 covering such Contracts and Related Rights, except (i) in each case any financing statements filed in respect of and covering the purchase of the Contracts and Related Rights by the Purchaser pursuant to this Agreement and (ii) financing statements for which a release of Lien has been obtained or that has been assigned to the Purchaser. All UCC filings required by the Purchaser pursuant to Section 3.1(d) of this Agreement have been filed and are in full force and effect, or will be accomplished and in full force and effect within five (5) Business Days of such Purchase Date. The Seller shall at its expense perform all acts and execute all documents reasonably requested by the Purchaser at any time and from time to time to evidence, perfect, maintain and enforce the title of the Purchaser and/or the Owner Trustee in the Contracts and Related Rights.
