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.
Sale of Receivables. Each Merchant and CEDAR agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CEDAR to any Merchant. CEDAR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in CEDAR not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. CEDAR has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to CEDAR in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Merchant and each Guarantor acknowledges that CEDAR does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate.
Sale of Receivables. (a) The method, manner, time, place and terms of any sale of Receivables (or interest therein) pursuant to Section 5.05(a) shall be commercially reasonable. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any sale.
Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on the Closing Date, and will be, as of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. 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 the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables to the Originator on the Closing Date, and the Originator 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 Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser pursuant to this Agreement and the security interest created pursuant to the Loan Agreement. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator 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 Administrator in the Purchased Assets and the priority thereof.
Sale of Receivables. This Supplemental Conveyance constitutes a valid sale to Purchaser of all right, title and interest of RPA Seller in the Receivables and other Related Assets now existing or hereafter created from time to time in the Additional Accounts, and such property will be held by Purchaser free and clear of any Lien;
Sale of Receivables. (a) (i) If the Series 2005-1 Notes have been accelerated pursuant to Section 702 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders will, cause the Master Trust to sell Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount up to the Nominal Liquidation Amount of Series 2005-1 plus any accrued, past due and additional interest on the Series 2005-1 Notes.
Sale of Receivables. Sell Receivables solely in accordance with the terms of this Agreement.
Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below:
Sale of Receivables. Upon notice to the Trustee, the Transferor, the Class D Certificateholder and the Servicer by the Certificate Representative pursuant to the Indenture with respect to any tranche of accelerated Notes or any tranche of Notes which has reached its Legal Maturity Date, the Trustee will cause the Trust to sell to a Permitted Assignee Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount specified by the Certificate Representative which shall be a portion of the Investor Interest of Series 2001‑D equal to the Nominal Liquidation Amount of the affected tranche of Notes, calculated as of the end of the prior Monthly Period (after giving effect to deposits and distributions otherwise to be made with respect to such Monthly Period). The proceeds from such sale shall be immediately paid to the Certificate Representative.
Sale of Receivables. Upon notice to the Servicer by the Certificate Representative pursuant to the Indenture with respect to any tranche of accelerated Notes or any tranche of Notes which has reached its Legal Maturity Date, the Trustee will cause the Trust to sell to a Permitted Assignee Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount specified by the Certificate Representative which shall be a portion of the Investor Interest of Series 2001-D equal to the Nominal Liquidation Amount of the affected tranche of Notes, calculated as of the end of the prior Monthly Period (after giving effect to deposits and distributions otherwise to be made with respect to such Monthly Period). The proceeds from such sale shall be immediately paid to the Certificate Representative.
