Transferred Receivables. With respect to Transferred Receivables and Additional Accounts, Seller represents and warrants that:
Transferred Receivables. Each Receivable (i) included as an Eligible Receivable in any Monthly Report (as defined in any Indenture Supplement) delivered by the Servicer pursuant to any Indenture Supplement or (ii) included in the calculation of the Net Eligible Receivables definition as set forth in any Indenture Supplement, in fact satisfies at the time of such delivery or inclusion the definition of Eligible Receivable.
Transferred Receivables. With respect to each Transferred Receivable relating to such Seller, such Seller represents and warrants that as of the Transfer Date for such Transferred Receivable:
Transferred Receivables. All Transferred Receivables currently owing to the Seller are completely and accurately listed and aged in the Disclosure Schedule. All such Transferred Receivables were incurred in the normal and ordinary course of business are stated in accordance with GAAP, are fully collectable in the normal and ordinary course of business (i.e., without resort to litigation or assignment to a collection agency), and are not subject to any dispute, counterclaim, defense, set-off or other claim. The Transferred Receivables reflect transactions which were true and correct as to all services rendered or products sold, including image counts for conversion services and time incurred for document preparation and data entry and indexing. The prices charged to clients in the creation of the Transferred Receivables are consistent with that stated on client contracts, whether in writing or agreed to by the client orally.
Transferred Receivables. The Transferred Receivables (i) resulted from the sale of goods and services in the ordinary course of business and (ii) represent valid obligations enforceable in accordance with their terms. The reserves for bad debts for such Transferred Receivables are based on historical experience, and represent adequate reserves for all accounts receivables that are or become uncollectible and such reserves were calculated in a manner consistent with past practices.
Transferred Receivables. All Transferred Receivables (a) arose out of arm’s length transactions made in the ordinary course of business, (b) are the valid and legally binding obligations of the parties obligated to pay such amounts, (c) to Seller’s knowledge, are collectible (net of the reserves for doubtful accounts shown on the Final Closing Balance Sheet) in the ordinary course of business without the necessity of commencing Litigation, (d) are subject to no counterclaim or setoff and (e) are not in dispute. Section 3.7 of the Disclosure Schedule contains an aged schedule of accounts receivable as of the date that is two Business Days prior to the Closing Date.
Transferred Receivables. All Transferred Receivables (a) arose out of arm’s length transactions made in the ordinary course of business consistent with past practice, (b) are the valid and legally binding obligations of the Persons obligated to pay such amounts, (c) are collectible (net of the reserves for doubtful accounts shown on the Final Closing Statement) in the ordinary course of business consistent with past practice without the necessity of commencing Litigation, (d) are subject to no counterclaim or setoff and (e) are not in dispute.
Transferred Receivables. All Transferred Receivables reflected on the Recent Balance Sheet, and those that have arisen since the date of the Recent Balance Sheet, (a) arose out of arm’s length transactions actually made in the ordinary course of the Business, (b) are valid and legally binding obligations of the parties obligated to pay such amounts, (c) are collectible (net of the reserves for doubtful accounts shown on the Recent Balance Sheet in the case of Transferred Receivables reflected on the Recent Balance Sheet and net of reserves for doubtful accounts shown on the Final Closing Balance Sheet in the case of Transferred Receivables existing as of the Closing Date) within reasonable periods and in the ordinary course of the Business without the necessity of commencing Litigation, (d) are, to the knowledge of the Companies, subject to no counterclaim or setoff except for deductions in the ordinary course of business (i.e., related to customer promotions, cash discounts for paying terms early, pricing adjustments, unsaleables and related matters), and (e) are not in dispute. Schedule 4.7 contains an aged schedule of the Transferred Receivables as of August 31, 2017.
Transferred Receivables. With respect to all Transferred Receivables acquired by the Purchaser, the Seller shall (i) take all action necessary to establish, maintain, perfect, protect and more fully evidence the Purchaser’s ownership interest in (or valid and perfected first priority security interest against the Seller in) such Transferred Receivables free and clear of any Lien (other than any Lien created pursuant to the terms of the Loan Documents), including, without limitation, (a) filing and maintaining (at the Seller’s expense), effective financing statements (Form UCC-1) against the Seller in all necessary or appropriate filing offices and filing continuation statements, amendments or assignments with respect thereto in such filing offices, and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, and (ii) take all additional action that the Purchaser or the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties and their assignees to this Contribution Agreement in such Transferred Receivables.
Transferred Receivables. Schedule 6.5 contains certain amounts payable from certain Company clients listed opposite such amounts (the “Transferred Receivables”). Before the Closing, the Company will have assigned and transferred to Seller all right, title and interest to the Transferred Receivables. Following the Closing, Buyer, the Company, and Seller shall use commercially reasonable efforts to cause the Transferred Receivables to be paid directly to Seller in accordance with the applicable client Contracts. In the event that any of the Transferred Receivables are instead paid directly to the Company, the Company shall, within 30 days following the end of the fiscal quarter in which such payment was received, pay or cause to be paid to Seller the amount of the Transferred Receivables received by the Company for such quarter. For clarity, as the owner of the Transferred Receivables, Seller will be solely responsible for the amount of any income or other Taxes owed with respect to the Transferred Receivables.
