TRANSFER AND ASSIGNMENT OF RECEIVABLES Sample Clauses

The "Transfer and Assignment of Receivables" clause defines the conditions under which a party may transfer or assign its right to receive payments under a contract to another entity. Typically, this clause outlines whether such assignments require the consent of the other party, and may specify any restrictions or procedures that must be followed, such as providing written notice or meeting certain financial criteria. Its core function is to clarify the process and limitations for transferring financial rights, thereby preventing disputes and ensuring all parties are aware of how receivables can be reassigned.
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TRANSFER AND ASSIGNMENT OF RECEIVABLES. (a) The Seller, from time to time hereafter, shall transfer to the Issuer and the Issuer shall acquire from the Seller additional Receivables pursuant to a Schedule of Receivables substantially in the form of Exhibit A hereto and shall be executed by the Issuer and the Seller. Upon such execution, the Consumer Accounts described therein shall become "Receivables" and a portion of the Contributed Assets (as defined in Section 2(b)) under this Agreement and a part of the Trust Estate under the Indenture and Servicing Agreement, together with all of the additional property and interests in property 3 described in Section 2(b). Each Schedule of Receivables is incorporated by this reference into this Agreement and the Indenture and Servicing Agreement. (b) Subject to the terms and conditions contained herein, the Seller hereby assigns and transfers to the Issuer, and the Issuer hereby accepts, all of the Seller's right, title and interest in, to and under the following described property and interests in property (the "Contributed Assets"): (i) the Receivables identified on each Schedule of Receivables hereafter entered into between the Seller and the Issuer, delivered by the Seller to the Issuer and Trustee in connection with each Funding Date, and all monies due thereon or paid thereunder or in respect thereof (including fees and charges paid by Obligors) on and after the Funding Date related to such Schedule of Receivables; (ii) all right, title and interest of the Seller in, to and under each Asset Sale Agreement, and all related documents, instruments and agreements pursuant to which the Seller acquired, or acquired an interest in, any of the Receivables from an Originating Institution; (iii) all books, records and documents relating to the Receivables in any medium including without limitation paper, tapes, disks and other electronic media; and (iv) all proceeds, products, rents and profits of any of the foregoing and all other amounts payable in respect of the foregoing, including, without limitation, proceeds of insurance policies insuring any of the foregoing or any indemnity or warranty payable by reason of loss or damage to or otherwise in respect of any of the foregoing. (c) In consideration of the transfer and conveyance of the Contributed Assets by the Seller to the Issuer, the Issuer shall on each Funding Date pay to the Seller an amount equal to the Purchase Price. (d) It is the intention of the Seller that the transfer and assignment contemplat...
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TRANSFER AND ASSIGNMENT OF RECEIVABLES. (a) Subject to the terms and conditions of this Agreement, the Seller hereby sells and delivers to the Issuer, and the Issuer hereby purchases from Seller, without recourse (except to the extent expressly provided herein), all of Seller's right, title and interest in,
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Related to TRANSFER AND ASSIGNMENT OF RECEIVABLES

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Fredd▇▇ ▇▇▇; (▇) sh▇▇▇ ▇▇▇e a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • ▇▇▇▇ of Sale and Assignment ▇▇▇▇ of Sale and Assignment for the Property (the “▇▇▇▇ of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.