Common use of Adjustments and Allowances Clause in Contracts

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Account Debtor thereof against the Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Receivable otherwise than with the prior consent of the Operating Agent), the Seller will be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Receivable, the Seller will be deemed to have received on such day a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Receivable was not an Eligible Receivable at the time of Purchase, on the date such fact becomes known to the Seller, the Seller will be deemed to have received a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (3) or (4) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event has occurred) pay to the Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Paid Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Designated Account Debtor thereof against the any Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Paid Receivable otherwise than with the prior consent of the Operating Agent), the such Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Paid Receivable, the relevant Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Existing Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivable at the time of PurchasePurchase or any Future Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivables on the Settlement Date on which the Future Receivable Purchase Price was paid in respect of such Future Receivable, on the date such fact becomes known to the any Seller, the such Seller will be deemed to have received a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (35(D)(2) or (4and 5(D)(3) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event the Termination Date has not yet occurred) pay to the relevant Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Paid Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller Originator or Exide Funding or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Designated Account Debtor thereof against the Seller Originator, Exide Funding or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Paid Receivable otherwise than with the prior consent of the Operating Agent), the Seller Exide Funding will be deemed to have received on such day a Collection of such Purchased Paid Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the relevant Onward Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Paid Receivable, the Seller Exide Funding will be deemed to have received on such day a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the relevant Onward Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Receivable was not express to be an Eligible Receivable Receivables in an Account Receivables Listing at the time of Purchase, on the date such fact becomes known to the SellerExide Funding, the Seller Exide Funding will be deemed to have received a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Onward Buyer Account an amount equal to such deemed collection Collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Paid Receivable pursuant to Clause 5(D)(1), (2), (35(D)(1),(2) or (43) above, the Buyer shall receive any further Collections in respect of such Purchased Paid Receivable, the Buyer shall (provided no Early Amortisation Event Termination Date has yet occurred) pay to the Seller Exide Funding an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Paid Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Designated Account Debtor thereof against the any Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Paid Receivable otherwise than with the prior consent of the Operating Agent), the such Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the relevant Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Paid Receivable, the relevant Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the relevant Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Existing Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivable at the time of PurchasePurchase or any Future Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivables on the Settlement Date on which the Future Receivable Purchase Price was paid in respect of such Future Receivable, on the date such fact becomes known to the any Seller, the such Seller will be deemed to have received a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the relevant Buyer Account an amount equal to such deemed collection Collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (35(D)(2) or (4and 5(D)(3) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event the Termination Date has not yet occurred) pay to the relevant Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Receivable is either ether (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the relevant Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Account Debtor thereof against the relevant Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Receivable otherwise than with the prior consent of the Operating Agent), the relevant Seller will be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the relevant Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Receivable, the relevant Seller will be deemed to have received on such day a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the relevant Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Receivable was not an Eligible Receivable at the time of Purchase, on the date such fact becomes known to the a Seller, the relevant Seller will be deemed to have received a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit pay to the Buyer Account an amount equal to such deemed collection by way of indemnity. (4) If the a Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(15(D)(l), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (3) or (4) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event has occurred) pay to the relevant Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Paid Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Designated Account Debtor thereof against the Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Paid Receivable otherwise than with the prior consent of the Operating Agent), the such Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the Buyer Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Paid Receivable, the relevant Seller will be deemed to have received on such day a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Existing Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivable at the time of PurchasePurchase or any Future Receivable expressed to be an Eligible Receivable in the relevant Accounts Receivables Listing was not an Eligible Receivables on the Settlement Date on which the Future Receivable Purchase Price was paid in respect of such Future Receivable, on the date such fact becomes known to the Seller, the Seller will be deemed to have received a Collection of such Purchased Paid Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Account an amount equal to such deemed collection Collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (35(D)(2) or (4and 5(D)(3) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event the Termination Date has not yet occurred) pay to the Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.

Adjustments and Allowances. (1) If on any day the Outstanding Balance of any Purchased Receivable is either (a) reduced or adjusted as a result of any defective, rejected, repossessed or returned goods or services or any cash discount (whether commercial, financial or otherwise), rebate or other adjustment made by the Seller or any other Person, or (b) reduced or cancelled as a result of a set off or by agreement in respect of any claim by the Account Debtor thereof against the Seller or any other Person (whether such claim arises out of the same or another transaction) (including without limitation any change in the due date for payment of any Purchased Receivable otherwise than with the prior consent of the Operating Agent), the Seller will be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, adjustment or cancellation and shall credit such amount to the Buyer Agent Account by way of indemnity. (2) If on any day any of the representations or warranties in Clause 8 is no longer true with respect to a Purchased Receivable, the Seller will be deemed to have received on such day a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Agent Account an amount equal to such deemed Collection by way of indemnity. (3) If any Purchased Receivable was not an Eligible Receivable at the time of Purchase, on the date such fact becomes known to the Seller, the Seller will be deemed to have received a Collection of such Purchased Receivable equal to its original Outstanding Balance less any Collections previously received with respect thereto and shall credit to the Buyer Agent Account an amount equal to such deemed collection by way of indemnity. (4) If the Seller is not acting as the Collection Agent, it will promptly pay to the Collection Agent the amount of any deemed Collection pursuant to Clause 5(D)(1), ) (2) or (3) above by way of indemnity. (5) If, following any payment in respect of a deemed Collection of a Purchased Receivable pursuant to Clause 5(D)(1), (2), (3) or (4) above, the Buyer shall receive any further Collections in respect of such Purchased Receivable, the Buyer shall (provided no Early Amortisation Event has occurred) pay to the Seller an amount or amounts equal to such further Collections by way of repayment of indemnity.