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 historic experience, adequate reserves for all such accounts receivables that are or become uncollectible and such reserves were calculated in a manner consistent with past practices.
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. (i) Transfers(i) Transfers(i)
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 made in the ordinary course of business, (b) are valid and legally binding obligations of the parties obligated to pay such amounts, (c) are, to the Company’s Knowledge, collectible within reasonable periods and in the ordinary course of 36 business consistent with past practice without the necessity of commencing Litigation, and (d) are, to the Company’s Knowledge, subject to no counterclaim or setoff (other than returns or trade discounts in the ordinary course of business consistent with past practice) and are not in dispute. Schedule 4.7 contains an aged schedule of the Transferred Receivables reflected on the Recent Balance Sheet.
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.
Transferred Receivables. From and after the RFS Funding Trust Termination Date, with respect to Transferred Receivables and Additional Accounts, Transferor represents and warrants that:
