Without Recourse Receivables Clause Samples

Without Recourse Receivables. (a) Each Without Recourse Receivable will be assigned to the Factoring Agent (acting on behalf of the Tranche C Lenders) under an Assignment Document entered into by the relevant Borrower and the Factoring Agent on behalf of the Tranche C Lenders. (b) Each Borrower represents and warrants to each Finance Party that there is no prohibition on assignment (or any other similar restriction) under any Contract in respect of any Without Recourse Receivable. (c) The Factoring Agent shall not re-assign any Without Recourse Receivable to a Borrower and shall not require a Borrower to repurchase any Without Recourse Receivable unless there is Dispute in respect of such Receivable, in which case the Factoring Agent may re-assign the Without Recourse Receivable to the relevant Borrower and that Borrower shall repurchase such Receivable. (d) The Factoring Agent may at any time by providing a Customer Notice to the relevant Customer, with three Business Days prior notice to the relevant Borrower, disclose to that Customer the assignment of any Without Recourse Receivable by the relevant Borrower to the Factoring Agent.
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Related to Without Recourse Receivables

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Liability for Failure to Make Transfers If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

  • Our Liability for Failure to Make Transfers If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Ethics Matters; No Financial Interest Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/policy/policies/int160.html, University’s Standards of Conduct Guide available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/systemcompliance/, and applicable state ethics laws and rules available at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇/▇▇▇▇▇▇. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, provisions described by University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.