Transaction Requests. If Client proposes to request that Supplier arrange to supply or finance the purchase of any Goods, Client shall: (i) notify Supplier of the proposed transaction (the “Transaction”) in writing; and (ii) furnish to Supplier: (A) a copy of the purchase order(s) proposed to be entered into by and between the Seller and Supplier or Client for the purchase of the Goods (the “Supplier Order(s)”); (B) copies of the corresponding Customer Orders that Client proposes to fill using the Goods (all of which shall be subject to confirmation by Supplier and shall allow for partial shipment and/or fulfillment if the Goods necessary to fill them are to be provided by more than one Seller), accompanied by such assignments (the “Assignments”) as Supplier may require and remittance in full of any deposits made by Customers in connection with such Customer Orders; (C) originals of any letters of credit supporting the Customer Orders (“Customer Letters of Credit”), which letters of credit must be issued or confirmed by domestic banks acceptable to Supplier, must be payable in U.S. Dollars at the New York counters of such domestic banks, and must be in form, substance and amount satisfactory to Supplier, together with evidence satisfactory to Supplier that such letters of credit have been amended as requested by Supplier in its sole discretion and have been transferred or assigned to Supplier, (D) a copy of any factoring agreement to which Client is party, which factoring agreement (the “Factoring Agreement”) shall be with a factor that is acceptable to Supplier (the “Factor”) and shall be in form and substance satisfactory to Supplier, together with an intercreditor agreement duly executed by Client and the Factor in form and substance satisfactory to Supplier (an “Intercreditor Agreement”), and evidence satisfactory to Supplier that the Factor has assumed all the credit risk with respect to the accounts receivable arising from the sale of the Goods or that such accounts receivable are supported by Customer Letters of Credit or other supporting obligations that are satisfactory to Supplier; (E) evidence satisfactory to Supplier that all filings and registrations (including without limitation UCC-1 Financing Statements, security agreements, chattel mortgages and claims of lien) necessary to perfect Supplier’s lien on and security interest in the Goods, any Customer Letters of Credit or other supporting obligations, all accounts receivable arising from the sale of the Goods, and Client’s rights under factoring agreements, and ensure that such lien and security interest continue to be the first and senior lien and security interest in such Goods (subject to any intercreditor agreement Supplier may execute) have been made in all public records Supplier deems necessary or appropriate; (F) a budget itemizing all costs related to such request (“Transaction Costs”) (including but not limited to: the invoice price of the Goods; shipping costs; freight costs; handling costs, insurance costs; customs and duties; taxes, storage charges; packaging costs; additional overhead costs and expenses; royalty payments, if any; and any other costs that may be incurred in connection with the sale of the Goods) and setting forth the estimated time to deliver the Goods to the Customer and the sale price of the Goods; (E) a detailed description of each freight forwarder, shipping company, customs broker, warehouse and other person or entity that will provide services relating to the shipping or storage of the Goods (each, a “Logistics Company”), together with a description of the shipping and storage arrangements in detail satisfactory to Supplier (the “Delivery Arrangements”) and triparty agreements in form and substance satisfactory to Supplier (“Triparty Agreements”), duly executed by each Logistics Company, (F) all documents specified on Exhibit “A” annexed hereto and incorporated herein by reference (other than documents that have been waived by Supplier), and (G) such other documents as Supplier may require in its sole discretion (all of the foregoing documents herein collectively called the “Transaction Documents”). Supplier shall in no event consider supplying or financing the acquisition of Goods in a Transaction that (i) requires Supplier or Client to make any payment to a Seller (whether directly, under a letter of credit or otherwise) before the Goods are finished and ready for shipment, (ii) requires Supplier to incur an obligation (whether absolute or contingent) to purchase such Goods or any exposure with respect to such purchase (whether by placing a purchase order, by issuing or causing the issuance of a letter of credit other than a Special Clause L/C, by allowing payment under a Special Clause L/C, by making an advance, or for any other reason) unless the Goods have been pre-sold to Customers that have been credit-approved by the Factor, (iii) involves Goods that are not segregated from Goods of Client that are not supplied or financed by Supplier in a manner satisfactory to Supplier, or identified to Supplier’s satisfaction as being the property of, or subject to a first lien in favor of, Supplier, or (iv) would cause the Supplier Exposure to exceed the amount specified in the proviso to Section 1(a).
Appears in 1 contract
Transaction Requests. If Client proposes to request that Supplier arrange to supply or finance the purchase of any Goods or a portion of the purchase price of any Goods, Client shall: (i) notify Supplier of the proposed transaction (the “Transaction”) in writing; and (ii) furnish to Supplier: (A) a copy of the purchase order(s) proposed to be entered into by and between the Seller and Supplier or Client for the purchase of the Goods (the “Supplier Order(s)”); ) (B) copies of the corresponding Customer Orders that Client proposes to fill using the Goods (all of which shall be duly executed by Customers, shall be subject to confirmation by Supplier and shall allow for partial shipment and/or fulfillment if the Goods necessary to fill them are to be provided by more than one Seller), accompanied by such assignments (the “Assignments”) as Supplier may require and remittance in full of any all deposits made by Customers in connection with such Customer Orders, if any; (C) originals copies of any letters of credit supporting the that support Customer Orders (“Customer Letters of Credit”), which letters of credit (if any) must be issued or confirmed by domestic banks acceptable to Supplier, must be payable in U.S. Dollars at the New York counters of such domestic banks, and must be in form, substance and amount satisfactory to Supplier, together with evidence satisfactory to Supplier that such letters of credit have been amended as requested by Supplier in its sole discretion and have been transferred or assigned to Supplier, (D) a copy of any factoring agreement to which Client is party, which factoring agreement (the “Factoring Agreement”) shall be with a factor that is acceptable to Supplier (the “Factor”) and shall be in form and substance satisfactory to Supplier, together with an intercreditor agreement duly executed by Client and the Factor in form and substance satisfactory to Supplier (an “Intercreditor Agreement”), and evidence satisfactory to Supplier that the Factor has assumed all the credit risk with respect to the accounts receivable arising from the sale of the Goods or that such accounts receivable are supported by Customer Letters of Credit or other supporting obligations that are satisfactory to Supplier; (E) evidence satisfactory to Supplier that all filings and registrations (including without limitation UCC-1 Financing Statements, security agreements, chattel mortgages and claims of lien) necessary to perfect Supplier’s lien on and security interest in the Goods, any Customer Letters of Credit or other supporting obligations, all accounts receivable arising from the sale of the Goods, and Client’s rights under factoring agreements, and ensure that such lien and security interest continue to be the first and senior lien and security interest in such Goods (subject to any intercreditor agreement Supplier may execute) have been made in all public records Supplier deems necessary or appropriate; (F) a budget itemizing all costs related to such request (“Transaction Costs”) (including but not limited to: the invoice price of the Goods; shipping costs; freight costs; handling costs, insurance costs; customs and duties; taxes, storage charges; packaging costs; additional overhead costs and expenses; royalty payments, if any; and any other costs that may be incurred in connection with the sale of the Goods) and setting forth the estimated time to deliver the Goods to the Customer and the sale price of the Goods; (E) a detailed specific description of each freight forwarder, shipping company, customs broker, warehouse and other person or entity that will provide services relating to the shipping or storage of the Goods (each, each of which shall be satisfactory to Supplier in its sole discretion and shall be referred to as a “Logistics Company”), together with a description of the shipping and storage arrangements in detail satisfactory to Supplier (the “Delivery Arrangements”) and triparty agreements in form and substance satisfactory to Supplier (“Triparty Agreements”), duly executed by each Logistics Company, (F) all documents specified on Exhibit “A” annexed hereto and incorporated herein by reference (other than documents that have been waived by Supplier), and (G0) such other documents as Supplier may require in its sole discretion (all of the foregoing documents herein collectively called the “Transaction Documents”). Supplier shall in no event consider supplying or financing the acquisition of Goods in a Transaction that (i) requires Supplier or Client to make any payment to a Seller (whether directly, under a letter of credit or otherwise) before the Goods are finished and ready for shipment, shipment or (ii) requires Supplier would give rise to incur an obligation a CR Receivable (whether absolute or contingent) to purchase as such Goods or any exposure with respect to such purchase (whether by placing a purchase orderterm is defined in the Factoring Agreement, by issuing or causing the issuance of a letter of credit other than a Special Clause L/C, by allowing payment under a Special Clause L/C, by making an advance, or for as hereinafter defined). Notwithstanding any other reason) unless the Goods have been pre-sold provision herein, Spectrum Bags, Incorporated is hereby deemed to Customers that have been credit-be an approved by the Factor, (iii) involves Goods that are not segregated from Goods of Client that are not supplied or financed by Supplier in a manner satisfactory to Supplier, or identified to Supplier’s satisfaction as being the property of, or subject to a first lien in favor of, Supplier, or (iv) would cause the Supplier Exposure to exceed the amount specified in the proviso to Section 1(a)Logistics Company.
Appears in 1 contract