Common use of Account Agreements Clause in Contracts

Account Agreements. The Accounts Receivable that Versant elects to purchase from Seller shall be purchased upon the terms and subject to the conditions of separate Purchase and Sale Agreements, between Seller and Versant, the form of which has heretofore been provided to Seller (the "Account Agreements"). Versant shall advance against the Purchase Price (as defined in the Account Agreements) for the Accounts Receivable Versant elects to purchase pursuant to the provisions hereof, Seventy-Five (75%) Percent of the face amount of such Accounts Receivable purchased. Versant shall pay the balance of the Purchase Price, as calculated pursuant to the applicable Account Agreement, pursuant to the further provisions of this Section 2. For the purposes hereof, the term "Schedule Closure Date" shall mean, with respect to each of the schedules or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there against; provided, however, that Seller may, at its election, repurchase any such Accounts Receivable from Versant, for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Versant (each, an "Aggregate Receivable" or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "Purchase Price Balance") shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "Aggregate Purchase Price Balance"), and Versant shall credit to Seller's reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's reserve account and the net credit balance, if any, shall be rebated to the Seller in accordance with Versant's standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to Versant, and Versant shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's representations, warranties and covenants to Versant contained therein) set forth in the Account Agreement in the form heretofore provided to Seller.

Account Agreements. The Accounts Receivable that Versant elects to purchase from Seller shall be purchased upon the terms and subject to the conditions of separate Purchase and Sale Agreements, between Seller and Versant, the form of which has heretofore been provided to Seller (the "“Account Agreements"”). Versant shall advance against the Purchase Price (as defined in the Account Agreements) for the Accounts Receivable Versant elects to purchase pursuant to the provisions hereof, Seventy-Five (75%) Percent of the face amount of such Accounts Receivable purchased. Versant shall pay the balance of the Purchase Price, as calculated pursuant to the applicable Account Agreement, pursuant to the further provisions of this Section 2. For the purposes hereof, the term "“Schedule Closure Date" ” shall mean, with respect to each of the schedules or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "“Schedule"”), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there against; provided, however, that Seller may, at its election, repurchase any such Accounts Receivable from Versant, for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Versant (each, an "“Aggregate Receivable" ” or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "“Purchase Price Balance"”) shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "“Aggregate Purchase Price Balance"”), and Versant shall credit to Seller's ’s reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's ’s reserve account and the net credit balance, if any, shall be rebated to the Seller in accordance with Versant's ’s standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to Versant, and Versant shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's ’s representations, warranties and covenants to Versant contained therein) set forth in the Account Agreement in the form heretofore provided to Seller.

Account Agreements. The Accounts Receivable that Versant elects to purchase from Seller shall be purchased upon the terms and subject Prior to the conditions date of separate Purchase the initial Loan, Borrower, its Subsidiaries, Agent Bank and Sale Agreementssuch other Persons as are designated by Collateral Agent shall enter into a Bank Agency Agreement (herein, between Seller and Versantas the same may be amended, the form of which has heretofore been provided restated, modified or supplemented from time to Seller (time, called the "Account AgreementsBank Agency Agreement"). Versant Pursuant to the Collateral Documents, including the Bank Agency Agreement, Borrower and its Subsidiaries shall advance against grant to Collateral Agent a continuing first priority lien upon, and security interest in, the Purchase Price Master Account and the Operating Account, each described below (as defined collectively, the "Accounts"), all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited to or held in the Account AgreementsLockbox or the Accounts (whether for collection, provisionally or otherwise), and all other Property of Borrower and its Subsidiaries from time to time in the possession or under the control of, or in transit to any Lender Party or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing. The Bank Agency Agreement shall specify that throughout the term of this Agreement, Agent Bank, to the extent any such Person is a party to the Bank Agency Agreement, (i) shall be pledgee-in- possession (for the benefit of Collateral Agent) of the Accounts Receivable Versant elects described therein, all Cash Instruments of Borrower and its Subsidiaries held by Agent Bank, and all such funds, items, instruments, investments, securities, other things of value, Property and proceeds, (ii) shall take such action as shall be specified in written notice from Collateral Agent to purchase pursuant enable Collateral Agent or Lenders to exercise their rights with respect to such lien and security interest, (iii) shall be entitled to exercise all and any rights which any Lender Party may have under this Agreement and the Related Documents or applicable law with respect to the provisions hereof, Seventy-Five Accounts described therein and such other Property and (75%iv) Percent shall provide Collateral Agent with copies of the face amount of such Accounts Receivable purchased. Versant shall pay the balance of the Purchase Price, as calculated pursuant all statements relating to the applicable Account Agreement, pursuant Accounts provided by Agent Bank to the further provisions Borrower. Notwithstanding any provision of this Section 2. For the purposes hereof6.1, the term "Schedule Closure Date" Collateral Agent shall mean, with respect have no obligation to each of the schedules reconcile or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there against; provided, however, that Seller mayverify, at its electionany time or for any purpose, repurchase any such Accounts Receivable from Versant, balance in any Account or any other account maintained by Agent Bank as agent for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Versant (each, an "Aggregate Receivable" or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "Purchase Price Balance") shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "Aggregate Purchase Price Balance"), and Versant shall credit to Seller's reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's reserve account and the net credit balance, if any, shall be rebated to the Seller in accordance with Versant's standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to Versant, and Versant shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's representations, warranties and covenants to Versant contained therein) set forth in the Account Agreement in the form heretofore provided to SellerCollateral Agent.

Account Agreements. The Accounts Receivable that Versant elects to purchase from Seller shall be purchased upon the terms and subject Prior to the conditions date of separate Purchase the initial Loan, each Borrower and Sale Agreementsthe Master Account Bank and such other Persons as are designated by Lender shall enter into a Bank Agency Agreement (herein, between Seller and Versantas it may be amended, the form of which has heretofore been provided restated, supplemented or otherwise modified from time to Seller (time, called the "Account AgreementsBank Agency Agreement"). Versant Furthermore, each Borrower maintaining a Depositary Account with any bank other than the Agent Bank shall advance against enter into a Depositary Account Agreement with the Purchase Price relevant Depository Bank and the Lender (each, as defined the same may be amended, restated, supplemented or otherwise modified from time to time, called a "Depositary Account Agreement"). Pursuant to the Collateral Documents, including the Bank Agency Agreement and the Depositary Account Agreements, each Borrower shall grant to Lender a continuing first priority lien upon, and security interest in, the Master Account, the Agent Bank Accounts, the other Depositary Accounts and the Operating Account, respectively, in each case as described below (collectively, with respective to each Borrower, such Borrower's "Accounts"), all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited to or held in the Lockbox or Accounts (whether for collection, provisionally or otherwise), and all other Property of such Borrower from time to time in the possession or under the control of, or in transit to, any Lender Party, any Depository Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing. The Bank Agency Agreement and the Depositary Account AgreementsAgreements shall each specify that throughout the term of this Agreement, the Master Account Bank and each Depository Bank (i) shall be pledgee-in-possession (for the benefit of Lender) of the Accounts Receivable Versant elects of each Borrower described therein, all Cash Instruments of each Borrower held by such Person, and all such funds, items, instruments, investments, securities, other things of value, Property and proceeds, (ii) shall take such action as shall be specified in written notice from Lender to purchase pursuant enable Lender to exercise its rights with respect to such lien and security interest, (iii) shall be entitled to exercise all and any rights which any Lender Party may have under this Agreement and the Related Documents or applicable law with respect to the provisions hereof, Seventy-Five Accounts of each Borrower described therein and such other Property and (75%iv) Percent shall provide Lender with copies of all statements relating to the Accounts of the face amount of applicable Borrower provided by such Accounts Receivable purchasedPerson to such Borrower. Versant shall pay the balance of the Purchase Price, as calculated pursuant to the applicable Account Agreement, pursuant to the further provisions Notwithstanding any provision of this Section 2. For the purposes hereof6.1, the term "Schedule Closure Date" Lender shall mean, with respect have no obligation to each of the schedules reconcile or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there against; provided, however, that Seller mayverify, at its electionany time or for any purpose, repurchase any such Accounts Receivable from Versantbalance in any Account of any Borrower or any other account maintained by Master Account Bank, as agent for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, may be aggregated and administered as a single Account ReceivableLender, or as several discreet Accounts Receivable, in the discretion of Versant (each, an "Aggregate Receivable" or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "Purchase Price Balance") shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "Aggregate Purchase Price Balance"), and Versant shall credit to Seller's reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's reserve account and the net credit balance, if any, shall be rebated to the Seller in accordance with Versant's standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to Versant, and Versant shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's representations, warranties and covenants to Versant contained therein) set forth in the Account Agreement in the form heretofore provided to SellerDepository Bank.

Account Agreements. The Those Accounts Receivable that Versant which Platinum elects to purchase from Seller shall be purchased upon the terms and subject to the conditions of separate Purchase and Sale Agreements, between Seller and VersantPlatinum, the form of which has heretofore been provided to Seller (the "Account Agreements"). Versant Platinum shall advance against the Purchase Price (as defined in the Account Agreements) for the Accounts Receivable Versant Platinum elects to purchase pursuant to the provisions hereof, Seventy-Five seventy (7570%) Percent percent of the face amount of such Accounts Receivable purchased. Versant Platinum shall pay the balance of the Purchase Price, as calculated pursuant to the applicable Account Agreement, pursuant to the further provisions of this Section 2. For the purposes hereof, the term "Schedule Closure Date" shall mean, with respect to each of the schedules or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there againstthereagainst; provided, however, that Seller may, at its election, repurchase any such Accounts Receivable from VersantPlatinum, for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, Platinum may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Versant Platinum (each, an "Aggregate Receivable" or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "Purchase Price Balance") shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "Aggregate Purchase Price Balance"), and Versant Platinum shall credit to Seller's reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's reserve account and the net credit balance, if any, balance shall be rebated to the Seller in accordance with VersantPlatinum's standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant Platinum shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to VersantPlatinum, and Versant Platinum shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant Platinum shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's representations, warranties and covenants to Versant Platinum contained therein) set forth in the Account Agreement in the form heretofore provided to Seller.

Account Agreements. The Accounts Receivable that Versant elects to purchase from Seller shall be purchased upon the terms and subject Prior to the conditions date of separate Purchase the initial Loan, Borrower, Master Account Bank and Sale Agreementssuch other Persons as are designated by Agent shall enter into a Bank Agency Agreement (herein, between Seller and Versantas the same may be amended, the form of which has heretofore been provided modified or supplemented from time to Seller (time, called the "Account AgreementsBANK AGENCY AGREEMENT"). Versant Pursuant to the Collateral Documents, including the Bank Agency Agreement, Borrower shall advance against grant to Agent a continuing first priority lien upon, and security interest in, the Purchase Price Master Account and the Operating Account, each described below (the Master Account and the Operating Account are collectively referred to herein as defined the "BANK ACCOUNTS"), all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held to or in the Lockbox or the Bank Accounts (whether for collection, provisionally or otherwise), and all other Property of Borrower from time to time in the possession or under the control of, or in transit to, Agent, any Lender, Master Account AgreementsBank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing. The Bank Agency Agreement shall specify that throughout the term of this Agreement, Master Account Bank, to the extent any such Person is a party to the Bank Agency Agreement, (i) shall be pledgee-in-possession (for the benefit of the Lenders) of the Bank Accounts Receivable Versant elects described therein, all Cash Instruments of Borrower held by Master Account Bank, and all such funds, items, instruments, investments, securities, other things of value, Property and proceeds, (ii) shall take such action as shall be specified in written notice from Agent to purchase pursuant enable Agent to exercise its rights with respect to such lien and security interest, (iii) shall be entitled to exercise all and any rights which Agent or any Lender may have under this Agreement and the Related Documents or applicable law with respect to the provisions hereof, Seventy-Five Bank Accounts described therein and such other Property and (75%iv) Percent shall provide Agent with copies of the face amount of such Accounts Receivable purchased. Versant shall pay the balance of the Purchase Price, as calculated pursuant all statements relating to the applicable Bank Accounts provided by Master Account Agreement, pursuant Bank to the further provisions Borrower. Notwithstanding any provision of this Section 2. For 6.1, Agent and the purposes hereof, the term "Schedule Closure Date" Lenders shall mean, with respect have no obligation to each of the schedules reconcile or batches of Accounts Receivable purchased pursuant to each Account Agreement (a "Schedule"), the date with respect to each Schedule on which the applicable Account Debtors have either paid all such Accounts Receivable in the Schedule or, a Chargeback (as defined in the Account Agreements) has been taken there against; provided, however, that Seller mayverify, at its electionany time or for any purpose, repurchase any such Accounts Receivable from Versant, balance in any Account or any other account maintained by Master Account Bank as agent for a price equal to the face amount of such Account Receivable, in which event such Account Receivable shall be deemed duly paid for the purposes of determining the Schedule Closure Date. Notwithstanding anything to the contrary herein contained, the Accounts Receivable purchased by Versant pursuant to an Account Agreement, may be aggregated and administered as a single Account Receivable, or as several discreet Accounts Receivable, in the discretion of Versant (each, an "Aggregate Receivable" or Schedule as previously defined). Periodically, from and after each Schedule Closure Date, the balance of the Purchase Price, if any, payable in respect of the Accounts Receivable purchased pursuant to each Account Agreement (the "Purchase Price Balance") shall be aggregated with the Purchase Price Balance, if any, from all other Schedules in respect of which there has occurred other Schedule closures (the "Aggregate Purchase Price Balance"), and Versant shall credit to Seller's reserve account, the positive amount, if any, of such Aggregate Purchase Price Balance. Chargebacks from all Account Agreements shall be debited against the Seller's reserve account Agent and the net credit balance, if any, shall be rebated to the Seller in accordance with Versant's standard rebate practices. Capitalized terms not herein defined shall have the respective meanings attributed thereto in the Account Agreement. In the event of any conflict between the provisions of an Account Agreement and this Factoring Agreement, the provisions of this Factoring Agreement shall govern and control. Notwithstanding the first sentence of this Section 2, if either Seller or Versant shall fail to execute an Account Agreement with respect to a particular Account Receivable tendered by Seller to Versant, and Versant shall nevertheless pay an Advance Amount to Seller for such Account Receivable, Versant shall be presumed conclusively to have purchased, and Seller shall be presumed conclusively to have sold, such Account Receivable pursuant to an Account Agreement, and such Account Receivable shall be governed by the terms and conditions (including, without limitation, Seller's representations, warranties and covenants to Versant contained therein) set forth in the Account Agreement in the form heretofore provided to SellerLenders.