Purchase and Sale of Accounts Receivable Sample Clauses

Purchase and Sale of Accounts Receivable. (a) Client hereby sells, assigns, transfers, conveys and delivers to Factor, and Factor purchases and accepts from Client upon the terms and conditions set forth herein, all of Client's right, title and interest in and to (i) all accounts receivable which are accepted for purchase by Factor as described in Section 1(b) (any and all accounts receivable which are created by Client, whether or not Factor accepts and purchases them, are defined herein as "Accounts"; the term "
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Purchase and Sale of Accounts Receivable. (a) Those Accounts Receivable which CTAC elects to purchase from each Company from time to time shall be listed in an Invoice Delivery Schedule, substantially in the form of Exhibit B (such form, together with any schedules and attachments thereto is hereinafter referred to as an "Invoice Schedule"), executed by the Company Agent and accepted by CTAC from time to time throughout the term of this Agreement. Upon acceptance by CTAC of an Invoice Schedule, the applicable Company shall be deemed to have sold, assigned, transferred, conveyed and delivered to CTAC, and CTAC shall be deemed to have purchased and received from such Company, all right, title and interest of such Company in and to the Accounts Receivable listed in such Invoice Schedule. Notwithstanding the foregoing, if any Company or CTAC fails to include in any Invoice Schedule a particular Account Receivable tendered by such Company to CTAC, but CTAC nonetheless makes an Initial Payment (as hereinafter defined) to such Company, or the Company Agent, for such Account Receivable, then CTAC shall be presumed conclusively to have purchased, and such Company shall be presumed conclusively to have sold, such Account Receivable pursuant to this Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, such Company's representations and warranties to CTAC) of this Agreement. The Accounts Receivable which CTAC has purchased, either by its acceptance of an Invoice Schedule or by making an Initial Payment with respect thereto, are sometimes referred to herein as "Purchased Receivables." The initial payment to be made by CTAC (the "Initial Payment") shall be in the amount of 75% of the Net Amount (as hereafter defined) of such Eligible Accounts Receivable ("Initial Payment Percentage"), provided, however, that in the event the Companies' Dilution Rate (as hereafter defined) with respect to Accounts Receivable exceeds 5%, the Initial Payment Percentage shall be reduced by 1% for each 1% increase in the Dilution Rate. As used herein, "
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Purchase and Sale of Accounts Receivable. 3.1 From time to time, provided no Event of Default has occurred, Client shall offer to sell to BFI Accounts. Each offer (“Offer”) shall be in writing substantially in the form of the OFFER TO SELL ACCOUNTS attached as Schedule “SCHEDULE “A” and shall specifically identify in the SCHEDULE OF ACCOUNTS thereof each Account that is being offered for sale (an “Offered Account”).
Sample 1
Purchase and Sale of Accounts Receivable. For the consideration hereinafter set forth and subject to the terms and conditions contained herein, Client hereby sells, transfers, conveys, assigns, and delivers to ICC as absolute owner, and ICC hereby purchases and receives from Client all of the right, title and interest of Client in and to those certain accounts receivable arising from the sale of merchandise or the rendering of services by Client in the ordinary course of Client's business (hereinafter referred to as ““Accounts”” or ““Account””) which have been duly offered for sale by Client to ICC and approved for purchase by ICC for fees as set out in the Fee Schedule described in Paragraph 30 by reference (““Fees”” or ““Fee””) in accordance with the terms hereof. The sale, assignment, transfer and conveyance contemplated by this Agreement (i) is a sale by Client and a purchase by ICC, and is not security for any indebtedness or other obligation of Client to ICC and (ii) does not constitute and is not intended to result in an assumption by ICC of any obligation of Client or any other person in connection with the Accounts or related rights or under any agreement or instrument relating thereto. The purchase of Accounts as contemplated herein shall be with recourse to Client as more fully defined below: Client shall bear credit risk as well as risk of non-payment of purchased Accounts resulting from any other reason, condition, or circumstance. Client shall have the obligation to maintain independent records and documents relating to the dates Accounts were sold to ICC. Unless otherwise agreed to in writing by Client and ICC, Client shall have the obligation to repurchase from ICC any and all Accounts purchased by ICC on the earlier of i) 90 days after the date of purchase by ICC of such Account(s); or ii) the date on which a reason for non-payment is raised by the Account Debtor, whether said reason is valid or invalid. The purchase price payable by Client under this Paragraph 1 shall be the sum of the original purchase price paid by ICC to Client for the applicable Account(s), the corresponding Fees and all reimbursable expenses relating to such Account(s).
Sample 1
Purchase and Sale of Accounts Receivable. For the consideration hereinafter set forth and subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer, convey, assign and deliver to Factor as absolute owner thereof, and Factor hereby agrees to purchase and receive from Seller all of Seller's right, title and interest in and to certain accounts receivable arising from the furnishing of materials or the rendering of labor by Seller in Seller's ordinary course of business. For all purposes hereof, the term "Accounts Receivable" is intended to mean and include each account created as a result of the sale of goods and/or services furnished pursuant to and in compliance with a contract between Seller and its customers, and all accounts as defined under the Uniform Commercial Code of South Carolina as in effect from time to time. In addition to the Accounts Receivable purchased, Seller shall be deemed to have sold and assigned all incidental rights with respect thereto, including any guarantees.
Sample 1
Purchase and Sale of Accounts Receivable. Seller hereby sells, ---------------------------------------- assigns, transfers, conveys and delivers to Purchaser and Purchaser hereby purchases and receives from Seller all right, title and interest of Seller in and to the Accounts Receivable due from Customer to Seller, including, without limitation, the full power and authority to collect the Accounts Receivable through legal action or otherwise. In order to qualify as an Accounts Receivable under this Agreement, a specific Invoice of an approved Customer must have been approved by Purchaser in Purchaser's sole and absolute discretion. Evidence of acceptance of an Account Receivable shall be indicated on Purchaser's standard Accounts Receivable Verification Report ("ARVR") form. The ARVR shall identify the Customer, the number(s) of the Invoice(s), the purchase price, the initial payment and the Contingent Reserve (defined below).
Sample 1
Purchase and Sale of Accounts Receivable. (a) Company agrees to assign and sell to Purchaser as absolute owner (i) certain of its present and future Accounts Receivable (as defined in Section 1(b)), (ii) upon Purchaser's election all of Company's interest in the goods represented by the Accounts Receivable, including goods that may be returned by Company's customers ("Customers"), and (iii) all of its rights against third parties with respect to the Accounts Receivable. Purchaser agrees to purchase certain of the Accounts Receivable in accordance with the terms of this Agreement. The assignment and sale of the Accounts Receivable shall be further evidenced by an Assignment Agreement to be executed in connection with this Agreement.
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Purchase and Sale of Accounts Receivable 
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Related to Purchase and Sale of Accounts Receivable

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Sale of Accounts The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse.

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale of Receivables Each of the Seller and the Depositor is, as of the time of the transfer to the Purchaser of each Receivable being sold to the Purchaser by it hereunder on the Closing Date, the sole owner of such Receivable free from any Lien other than those released at or prior to such transfer. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against any Originator, the Seller or any Subsidiary of any Originator or the Seller or purporting to be filed on behalf of any Originator, the Seller or any Subsidiary of any Originator or the Seller covering any interest of any kind in any Contracts and related Receivables and any Originator and the Seller will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Contracts and related Receivables, except (i) in each case any financing statements filed in respect of and covering the purchase of the Contracts and related Receivables by the Purchaser or filed in connection with the Transaction Documents and (ii) financing statements for which a release of Lien has been obtained or that has been assigned to the Purchaser or the Trustee. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Contract or related Receivable sold hereunder have been accomplished and are in full force and effect, or will be accomplished and in full force and effect prior to the time required in clause (iii) of Section 3.1, and the Seller shall at its expense perform all acts and execute all documents necessary or reasonably requested by the Purchaser, the Receivables Trust, the Issuer or the Trustee at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Receivables Trust in the Contracts and related Receivables and the priority thereof.

  • Collection of Accounts Receivable At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

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