Common use of Agreement To Purchase and Sell; Contributions of Receivables Clause in Contracts

Agreement To Purchase and Sell; Contributions of Receivables. On the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells (or, in the case of TXU, contributes, sells or assigns) to the Company, and the Company hereby purchases or, in the case of contributions or assignments, accepts from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of such Originator’s right, title and interest in and to: (a) each Receivable generated by such Originator prior to the Purchase and Sale Termination Date, whether now existing or hereafter created by such Originator; (b) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (c) all monies due or to become due to such Originator with respect to any of the foregoing; (d) all books and records of such Originator to the extent related to any of the foregoing, together with all rights (but not obligations) of such Originator under the Contracts with respect to such Receivables to which such Originator is a party; and (e) all Collections and other proceeds (as defined in the UCC) of any of the foregoing (including, without limitation, invoice price, finance charges, interest and all other charges) received by (or for the account of) such Originator in respect of any of the foregoing (including, without limitation, net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); All purchases, contributions and assignments hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator set forth in this Agreement and each other Transaction Document to which such Originator is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (b) through (e) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” The parties hereto acknowledge and agree that notwithstanding anything to the contrary in any Transaction Document, no Originator intended to sell or contribute, as applicable, any Excluded Receivable to the Company and as such no Excluded Receivable has been sold or contributed to the Company.

Agreement To Purchase and Sell; Contributions of Receivables. On the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells (or, in the case of TXU, contributes, sells or assigns) to the Company, and the Company hereby purchases or, in the case of contributions or assignments, accepts from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of such Originator’s right, title and interest in and to: (a) each Receivable generated by such Originator prior to the Purchase and Sale Termination Date, whether now existing or hereafter created by such Originator; (b) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (c) all monies due or to become due to such Originator with respect to any of the foregoing; (d) all books and records of such Originator to the extent related to any of the foregoing, together with all rights (but not obligations) of such Originator under the Contracts with respect to such Receivables to which such Originator is a party; and (e) all Collections and other proceeds (as defined in the UCC) of any of the foregoing (including, without limitation, invoice price, finance charges, interest and all other charges) received by (or for the account of) such Originator in respect of any of the foregoing (including, without limitation, net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); All purchases, contributions and assignments hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator set forth in this Agreement and each other Transaction Document to which such Originator is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (b) through (e) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” The parties hereto acknowledge and agree that notwithstanding anything to the contrary in any Transaction Document, no Originator intended to sell or contribute, as applicable, any Excluded Receivable to the Company and as such no Excluded Receivable has been sold or contributed to the Company.”

Agreement To Purchase and Sell; Contributions of Receivables. On the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells (or, in the case of TXUTLMT, contributes, sells contributes or assignssells) to the Company, and the Company hereby purchases or, in the case of contributions or assignmentscontributions, accepts from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of such Originator’s right, title and interest in and to: (a) each Receivable other than Excluded Receivables generated by such Originator prior to the Purchase and Sale Termination Date, whether now existing or hereafter created by such Originator; (b) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (c) all monies due or to become due to such Originator with respect to any of the foregoing; (d) all books and records of such Originator to the extent related to any of the foregoing, together with all rights (but not obligations) of such Originator under the Contracts with respect to such Receivables to which such Originator is a party; and; (e) all Collections and other proceeds (as defined in the UCC) of any of the foregoing (including, without limitation, invoice price, finance charges, interest and all other charges) received by (or for the account of) such Originator in respect of any of the foregoing (including, without limitation, net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (f) all right, title and interest (but not obligations) in and to the Lock-Box Accounts and all financial assets (as defined in the UCC) or other property from time to time credited thereto. All purchases, purchases and contributions and assignments hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator set forth in this Agreement and each other Transaction Document to which such Originator is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (b) through (ef) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” The parties hereto acknowledge and agree that notwithstanding anything to the contrary in any Transaction Document, no Originator intended to sell or contribute, as applicable, any Excluded Receivable to the Company and as such no Excluded Receivable has been sold or contributed to the Company.”

Agreement To Purchase and Sell; Contributions of Receivables. On the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells (or, in the case of TXU, contributes, sells or assigns) to the Company, and the Company hereby purchases or, in the case of contributions or assignments, accepts from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of such Originator’s right, title and interest in and to: (a) each Receivable generated by such Originator prior to the Purchase and Sale Termination Date, whether now existing or hereafter created by such Originator; (b) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (c) all monies due or to become due to such Originator with respect to any of the foregoing; (d) ; all books and records of such Originator to the extent related to any of the foregoing, together with all rights (but not obligations) of such Originator under the Contracts with respect to such Receivables to which such Originator is a party; and (e) all Collections and other proceeds (as defined in the UCC) of any of the foregoing (including, without limitation, invoice price, finance charges, interest and all other charges) received by (or for the account of) such Originator in respect of any of the foregoing (including, without limitation, net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); All purchases, contributions and assignments hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator set forth in this Agreement and each other Transaction Document to which such Originator is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (b) through (e) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” The parties hereto acknowledge and agree that notwithstanding anything to the contrary in any Transaction Document, no Originator intended to sell or contribute, as applicable, any Excluded Receivable to the Company and as such no Excluded Receivable has been sold or contributed to the Company.”