Special Receivables Sample Clauses

Special Receivables. Purchaser will transfer and assign to Seller the Allocable Portion of any Special Receivables pursuant to the provisions of Section 1.3.4 hereof and shall remit to Seller any amounts received by Purchaser to which Seller is entitled pursuant to such provisions.
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Special Receivables. ARTICLE V - Conditions 5.1 Conditions to Purchaser's Obligations............................................................ 5.2 Conditions to TRW's Obligations..................................................................
Sample 1
Special Receivables. TRW hereby covenants to Purchaser that (i) TRW will use its prompt good faith best efforts to determine whether or not TRW will bill xxx Special Receivables prior to the Closing and (ii) TRW will advise Purchaser as promptly as reasonably possible prior to the Closing of TRW's decision concerning the billing of the Special Receivables. In the event that for any reason TRW does not bill xxx or any portion of the Special Receivables prior to the Closing (such Special Receivables which are unbilled as of the Closing being hereinafter referred to as the "unbilled Special Receivables"), TRW and Purchaser will negotiate in good faith prior to the Closing to effectuate an arrangement reasonably satisfactory to TRW and Purchaser pursuant to which (i) TRW will identify in a written schedule all contracts which include Unbilled Special Receivables and the amount of the Unbilled Special Receivables under each such contract as of the most recent practicable date, (ii) the accounting principles described in Section 2.7(c) hereof, which the parties have agreed will be used to determine the Closing Net Book Value, will reflect an additional reserve in the amount of the Unbilled Special Receivables as of the Closing Time, (iii) Purchaser will agree that from and after the Closing, Purchaser will cooperate with TRW in all reasonable respects in connection with the billing and collection of the Unbilled Special Receivables in accordance with procedures and at the time or times designated by TRW, (iv) TRW will agree that it will not request that Purchaser bill xxx of the Unbilled Special Receivables unless TRW has reached an understanding with the U.S. Government with respect to the billing of such receivables, and (v) Purchaser will agree to remit to TRW any and all amounts which it collects in respect of any Unbilled Special Receivables not later than two (2) business days after its receipt of such amounts.
Sample 1
Special Receivables. The Buyer shall pay to Seller or its assignee, when collected by the Buyer, seventy-five percent (75%) of the amounts collected with respect to the Special Receivables (net of all costs of collection and subcontractor claims) until Seller or its assignee has received $849,000 and then Seller or its assignee, shall be paid twenty-five percent (25%) of all additional amounts collected (net of all costs of collection and subcontractor claims) with respect to the Special Receivables.
Sample 1
Special Receivables. During the period commencing on the Closing Date and ending on the 183 day after the first anniversary thereof, Buyer and the Operating Companies that own the respective Special Receivables will cooperate with Sellers' Representative, and use commercially reasonable efforts to collect the Special Receivables (including at least the efforts that such one or more Operating Companies have used in the past to collect its receivables). Any such Special Receivables actually collected (net of reasonable out of pocket costs, which shall include any related unpaid accrued collection costs, and resulting Taxes of the one or more Operating Companies as of the Closing, in each case to the extent not reflected in the Final Closing Statements), before the 183rd day after the first anniversary of the Closing Date will in respect of the Special Receivables of APS, CTA and KAI be paid to Sellers' Representative, on behalf of Sellers based on their Percentage Ownership, as additional US Purchase Price or, as the case may be in respect of Special Receivables of PT or PTG, form part of the PTH Purchase Price or PTGH Purchase Price, as applicable, as provided in Sections 2.2.4.6(e) and 2.2.4.7(c), respectively. All income Tax obligations in connection with the Special Receivables are the obligations of Sellers and no payment made by Buyer or any Operating Company pursuant to this Section shall increase either the US Purchase Price, the PTH Purchase Price or the PTGH Purchase Price. Sellers acknowledge they have no independent remedy against Buyer, Buyers' Parent or any Operating Company, and Buyer, Buyer's Parent and the Operating Companies have no obligations to Sellers, with respect to the collection of the Special Receivables, except as set forth in this Section 6.21.
Sample 1

Related to Special Receivables

  • Additional Receivables On each Distribution Date during the Revolving Period, the Depositor shall purchase from the Seller and sell to the Issuing Entity Additional Receivables in an amount approximately equal to (but not greater than) the amount of funds deposited on such Distribution Date in the Accumulation Account pursuant to clauses (vii) and (ix) of Section 4.06(c) of this Agreement. Subject to the satisfaction of the conditions set forth in Section 2.07, in consideration of the Issuing Entity’s delivery on or prior to any Subsequent Closing Date to the Depositor of an amount equal to the Aggregate Additional Receivables Principal Balance for such date, on each Subsequent Closing Date the Depositor shall, pursuant to this Agreement and the related Second Step Additional Receivables Assignment in the form attached as Exhibit C to this Agreement (the “Second Step Additional Receivables Assignment” and together with the Second Step Initial Receivables Assignment, the “Second Step Receivables Assignments”), sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:

  • Receivables (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

  • Conveyance of Initial Receivables In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to:

  • Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

  • 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.

  • Mortgage Loans As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Seller, the Depositor and the Issuer (and the Depositor so represents and recognizes) that it is not intended that any Mortgage Loan to be included in the Trust Estate be (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective January 1, 2005.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Reassignment of Ineligible Receivables If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) less any amounts previously collected by Purchaser with respect to such Receivable or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Transfer Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections with respect to such Receivables or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to Purchaser.

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