Common use of Purchased Receivables Clause in Contracts

Purchased Receivables. The information in the Receivables List and otherwise provided to SunTrust in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information with respect to each of the Receivables to be purchased as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact information and other non-financial information either in an Obligor Letter or in the Receivables List or in any written or electronic format previously approved by SunTrust that is delivered to SunTrust will be true, complete and correct in all respects as of the applicable Purchase Date as relates to each such Receivable and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and in such other information and said amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges. Title to the Purchased Receivables. Other than with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest in any of the Receivables to be purchased as of such Purchase Date or other Purchased Assets related thereto. Each Company is the sole owner and has good, valid, complete and freely marketable title in and to the Receivables and Purchased Assets related thereto (including, but not limited to, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased Assets are subject to any Lien, other than (i) the rights and interests of SunTrust pursuant to this Agreement, and (ii) those security interests, if any, identified on Schedule 3, and all such Persons claiming such interests have executed and delivered, or authorized the filing of, releases or terminations of all such interests relating to such Receivables or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid and freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations), free and clear of any Liens. Each Company has full right and authority to sell and assign each of such Receivables and other Purchased Assets to SunTrust pursuant to this Agreement, without the approval or consent of any Obligor or other Person.

Purchased Receivables. The information in Each Seller hereby makes the Receivables List following representations and otherwise provided to SunTrust in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information warranties with respect to each Purchased Receivable sold by it for the benefit of the Receivables Administrative Agent and each Purchaser as of the applicable Purchase Date with respect to be purchased such Purchased Receivable: (a) Prior to giving effect to the sale of such Purchased Receivable, such Seller has a valid ownership interest therein, free and clear of any Adverse Claim. Such Purchased Receivable is a valid, current and freely assignable trade account receivable and the assignment of such Purchased Receivable is not subject to a consent requirement by any third party to the sale or other transfer of such Purchased Receivable or the grant of a security interest or other lien in such Purchased Receivable other than consents previously obtained in writing by such Seller and that remain in effect as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact Such Seller shall have provided to the Administrative Agent the Contract number no later than the Reconciliation Date immediately following the purchase of such Purchased Receivable; provided that such information and other non-financial information either in an Obligor Letter or may be provided in the Receivables List or in any written or electronic format previously approved related Servicing Report submitted on such Reconciliation Date via the PrimeRevenue System. (b) The sale of such Purchased Receivable by SunTrust that is delivered such Seller to SunTrust will be truethe Administrative Agent, complete and correct in all respects as on behalf of the applicable Purchasers, under the Purchase Date as relates Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to each the Administrative Agent and upon purchase by the Administrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Administrative Agent and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and Administrative Agent shall acquire a legally valid ownership interest in such other information and said amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges. Title to the Purchased Receivables. Other than with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest in any of the Receivables to be purchased as of such Purchase Date or other Purchased Assets related thereto. Each Company is the sole owner and has good, valid, complete and freely marketable title in and to the Receivables and Purchased Assets related thereto (including, but not limited to, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased Assets are subject to any Lien, other than (i) the rights and interests of SunTrust pursuant to this Agreement, and (ii) those security interests, if any, identified on Schedule 3, and all such Persons claiming such interests have executed and delivered, or authorized the filing of, releases or terminations of all such interests relating to such Receivables or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid and freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations)Receivable, free and clear of any Liens. Each Company has full right and authority to sell and assign each Adverse Claim without any need on the part of such Receivables Seller, any Purchaser or the Administrative Agent to (i) notify the applicable Approved Obligor or (ii) other than the UCC financing statements required to be filed hereunder, file, register or record any Purchase Document or the sale of such Purchased Receivable under the Laws applicable to such Seller, except, in each case, as may be required in order to comply with FACA. All of such Seller’s right, title and interest in and to such Purchased Receivable will have been validly sold and absolutely assigned and transferred to the Administrative Agent on behalf of the Purchasers, and the Administrative Agent will have the legal and \ beneficial right to be paid the face amount of such Purchased Receivable free of any Adverse Claim. Such Purchased Receivable is sold hereunder in good faith and without actual intent to hinder, delay or defraud present or future creditors of such Seller. (c) Such Purchased Receivable and the applicable Contract constitutes a bona fide, existing and enforceable legal, valid and binding obligation of the applicable Approved Obligor, arising out of an arm’s-length sale by such Seller of Goods and Services, in each case, in the ordinary course of its and such Approved Obligor’s businesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Assets Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller. (d) The Goods and Services deliverable to SunTrust pursuant the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date. (e) The Seller has instructed each Approved Obligor in writing to this pay all amounts owing on Purchased Receivables only to the applicable Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and the Collection Account is the subject of a valid and existing Account Control Agreement. (f) As of the applicable Purchase Date, without such Purchased Receivable is not subject to any Dilution except to the approval extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price. (g) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure. (h) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC. (i) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller. (j) Such Purchased Receivable has not been sold or assigned to any Person other than the Administrative Agent. (k) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms. (l) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable. \ (m) Such Purchased Receivable is an Eligible Receivable and is denominated in U.S. Dollars. (n) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other Personrepurchase or return basis, does not relate to payments of interest and has not been invoiced more than once. (o) The Maturity Date for such Purchased Receivable is not more than sixty (60) days after the issuance date of the Invoice with respect thereto. (p) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Administrative Agent and the Purchasers. (q) To the applicable Seller’s knowledge, the applicable Approved Obligor has not ceased to pay its debts as they become due, and none of its payment obligations are subject to moratorium or any other similar event or condition. (r) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable. (s) If such Purchased Receivable is an Eligible Unbilled Receivable, the Total Outstanding Amount of such Purchased Receivable, when added to the Total Outstanding Amount of all other Eligible Unbilled Receivables will not exceed 60% of the Aggregate Commitment.

Purchased Receivables. The information For a period of one hundred eighty (180) days immediately following the Closing Date (the "Collection Period"), Buyer shall use reasonable efforts to collect the Purchased Receivables; provided, however, that the Buyer shall not be obligated to retain the services of collection agencies or attorneys, commence legal action or take extraordinary efforts in the Receivables List and otherwise provided to SunTrust in accordance connection with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information with respect to each collection of the Receivables to be purchased as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact information and other non-financial information either in an Obligor Letter or in the Receivables List or in any written or electronic format previously approved by SunTrust that is delivered to SunTrust will be true, complete and correct in all respects as of the applicable Purchase Date as relates to each such Receivable and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and in such other information and said amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges. Title to the Purchased Receivables. Other than Payments received with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest Purchased Receivables shall be applied to outstanding receivables in any the order of the occurrence unless otherwise directed by the account debtor, in which event payment shall be applied as directed by the account debtor. On or before the 15th day of each calendar month following the Closing Date the Buyer shall provide PMC with a written update of the collection of the Purchased Receivables. Any amounts charged against the Purchased Receivables for returns, allowances or trade credits shall be deemed as amounts collected with respect to be purchased as such Purchased Receivables. Upon completion of such Purchase Date or other Purchased Assets related thereto. Each Company is the sole owner and has goodCollection Period, valid, complete and freely marketable title in and Buyer shall provide PMC with a statement of all collections made with respect to the Purchased Receivables and provide PMC with reasonable access upon reasonable notice to such records as PMC may reasonably request in order to verify collection of the Purchased Assets related thereto (including, but not limited toReceivables by Buyer. In the event less than the aggregate amount of the Purchased Receivables set forth on Schedule 1.2 is collected by Buyer during the Collection Period, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased Assets are subject to any Lien, other than parties agree that (i) the rights Purchase Price shall be reduced by the amount of such short fall, and interests of SunTrust (ii)the Buyer shall transfer to PMC the uncollected Purchased Receivables. If the Purchase Price is reduced pursuant to this AgreementSection 3.11.1, then subject to the provisions set forth below, PMC agrees that is shall pay Buyer the amount of such Purchase Price reduction within ten (10) days after the Collection Period. Any amounts received by the Buyer after the Collection Period with respect to the uncollected Purchased Receivables which have been transferred to PMC shall be immediately paid to PMC upon receipt by the Buyer. Notwithstanding any provision of this agreement to the contrary, as a condition to PMC's payment to Buyer for any Purchase Price reduction pursuant to this Section 3.11.1, with respect to those uncollected Purchased Receivables which are to be transferred to PMC, the Buyer shall (i) warrant to PMC that the Buyer has not sold or shipped any products to account debtors of such uncollected Purchased Receivables at any time when such account debtor's account was more than ninety (90) days past due, and (ii) those security interests, if any, identified on Schedule 3, covenant and all such Persons claiming such interests have executed and delivered, agree that no product shall be sold or authorized the filing of, releases or terminations of all such interests relating shipped to such Receivables account debtor until such time as the uncollected Purchased Receivable is collected by PMC or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid and freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations), free and clear of any Liens. Each Company has full right and authority to sell and assign each of such Receivables and other Purchased Assets to SunTrust pursuant to this Agreement, without the approval or consent of any Obligor or other Personotherwise settled by PMC.

Purchased Receivables. The information in Each Seller hereby makes the Receivables List following representations and otherwise provided to SunTrust in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information warranties with respect to each Purchased Receivable sold by it for the benefit of the Receivables Administrative Agent and each Purchaser as of the applicable Purchase Date with respect to be purchased such Purchased Receivable: (c) Prior to giving effect to the sale of such Purchased Receivable, such Seller has a valid ownership interest therein, free and clear of any Adverse Claim. Such Purchased Receivable is a valid, current and freely assignable trade account receivable and the assignment of such Purchased Receivable is not subject to a consent requirement by any third party to the sale or other transfer of such Purchased Receivable or the grant of a security interest or other lien in such Purchased Receivable other than consents previously obtained in writing by such Seller and that remain in effect as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact Such Seller shall have provided to the Administrative Agent the Contract number no later than the Reconciliation Date immediately following the purchase of such Purchased Receivable; provided that such information and other non-financial information either in an Obligor Letter or may be provided in the Receivables List or in any written or electronic format previously approved related Servicing Report submitted on such Reconciliation Date via the PrimeRevenue System. (d) The sale of such Purchased Receivable by SunTrust that is delivered such Seller to SunTrust will be truethe Administrative Agent, complete and correct in all respects as on behalf of the applicable Purchasers, under the Purchase Date as relates Documents constitutes a true sale or other absolute transfer of such Purchased Receivable by such Seller to each the Administrative Agent and upon purchase by the Administrative Agent, such Purchased Receivable will have been validly and absolutely assigned, transferred and sold to the Administrative Agent and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and Administrative Agent shall acquire a legally valid ownership interest in such other information and said amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges. Title to the Purchased Receivables. Other than with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest in any of the Receivables to be purchased as of such Purchase Date or other Purchased Assets related thereto. Each Company is the sole owner and has good, valid, complete and freely marketable title in and to the Receivables and Purchased Assets related thereto (including, but not limited to, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased Assets are subject to any Lien, other than (i) the rights and interests of SunTrust pursuant to this Agreement, and (ii) those security interests, if any, identified on Schedule 3, and all such Persons claiming such interests have executed and delivered, or authorized the filing of, releases or terminations of all such interests relating to such Receivables or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid and freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations)Receivable, free and clear of any Liens. Each Company has full right and authority to sell and assign each Adverse Claim without any need on the part of such Receivables Seller, any Purchaser or the Administrative Agent to (i) notify the applicable Approved Obligor or (ii) other than the UCC financing statements required to be filed hereunder, file, register or record any Purchase Document or the sale of such Purchased Receivable under the Laws applicable to such Seller, except, in each case, as may be required in order to comply with FACA. All of such Seller’s right, title and interest in and to such Purchased Receivable will have been validly sold and absolutely assigned and transferred to the Administrative Agent on behalf of the Purchasers, and the Administrative Agent will have the legal and beneficial right to be paid the face amount of such Purchased Receivable free of any Adverse Claim. Such Purchased Receivable is sold hereunder in good faith and without actual intent to hinder, delay or defraud present or future creditors of such Seller. (e) Such Purchased Receivable and the applicable Contract constitutes a bona fide, existing and enforceable legal, valid and binding obligation of the applicable Approved Obligor, arising out of an arm’s-length sale by such Seller of Goods and Services, in each case, in the ordinary course of its and such Approved Obligor’s businesses subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. The applicable Contract constitutes an existing and enforceable legal, valid and binding obligation of such Seller subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. Such Purchased Assets Receivable and the related Contract under which it arises comply with, and the Goods and Services with respect thereto have been manufactured in compliance with, and any related services have been provided in compliance with, the requirements of all applicable laws, rules, regulations or orders of any Governmental Authority and do not contravene any agreement binding upon such Seller. (f) The Goods and Services deliverable to SunTrust pursuant the applicable Approved Obligor in connection with such Purchased Receivable were received by such Approved Obligor not later than the applicable Purchase Date. (g) The Seller has instructed each Approved Obligor in writing to this pay all amounts owing on Purchased Receivables only to the applicable Existing Account, which instructions have not been revoked or otherwise modified. The applicable Seller Account has been established and is in effect, and such Seller Account is the subject of a valid and existing Account Control Agreement. (h) As of the applicable Purchase Date, without such Purchased Receivable is not subject to any Dilution except to the approval extent specifically included in the determination of the Net Face Value for the calculation of the applicable Purchase Price. (i) The applicable Approved Obligor has not in the past failed to pay any material sum due and payable to such Seller in circumstances where such Seller did not waive or consent to such failure. (j) No note, account, instrument, document, contract right, general intangible, chattel paper or other form of obligation other than that which has been assigned to the Administrative Agent exists which evidences such Purchased Receivable, and such Purchased Receivable is not evidenced by and does not constitute an “instrument” or “chattel paper” as such terms are defined in the UCC. (k) The applicable Approved Obligor is not an Affiliate or Subsidiary of any Seller. (l) Such Purchased Receivable has not been sold or assigned to any Person other than the Administrative Agent. (m) Neither such Seller, nor, to the best of such Seller’s knowledge, the applicable Approved Obligor, is in default of the applicable Contract or is in breach of its terms. (n) Neither such Seller nor the applicable Approved Obligor has asserted any Dispute or event of default with respect to such Purchased Receivable. (o) Such Purchased Receivable is an Eligible Receivable and is denominated in U.S. Dollars. (p) Such Purchased Receivable does not represent a progress billing or a sale on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other Personrepurchase or return basis, does not relate to payments of interest and has not been invoiced more than once. (q) The Maturity Date for such Purchased Receivable is not more than sixty (60) days after the issuance date of the Invoice with respect thereto. (r) There are no facts known to such Seller concerning such Approved Obligor, such Purchased Receivable or the applicable Contract which might have an adverse impact on the ability or willingness of such Approved Obligor to pay the Net Face Value for such Purchased Receivable when due, including information concerning any existing or potential Disputes, except as otherwise previously disclosed to the Administrative Agent and the Purchasers. (s) To the applicable Seller’s knowledge, the applicable Approved Obligor has not ceased to pay its debts as they become due, and none of its payment obligations are subject to moratorium or any other similar event or condition. (t) There are no actions, claims or proceedings now pending between such Seller and the applicable Approved Obligor. There are no pending or, to the applicable Seller’s knowledge, threatened actions or proceedings before any court or administrative agency related to or in any way connected to such Purchased Receivable.