Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. 2.1.1 Seller shall sell to Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Invoice Delivery Schedules. 2.1.2 Each Invoice Delivery Schedule shall be accompanied by such documentation supporting and evidencing the Accounts as Purchaser shall from time to time request. 2.1.3 Purchaser may purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts, so long as the unpaid balance of Purchased Accounts does not exceed, before and after such purchase, the Maximum Amount. Notwithstanding, in the event Purchaser purchases Accounts in excess of the Maximum Amount, all of Purchaser’s rights and Seller’s duties under this ARPA shall apply. 2.1.4 Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3.1 hereof, of any Purchased Account, to any demand Deposit Account maintained by Seller, or represented by an employee of Seller to be maintained by Seller, within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Seller shall present Accounts for purchase in accordance with Section 2 of this ARPA no less than once every week.

Appears in 2 contracts

Samples: Accounts Receivable Purchasing Agreement, Accounts Receivable Purchasing Agreement (Probe Manufacturing Inc)

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Assignment and Sale. 2.1.1 Seller shall sell to Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Invoice Delivery SchedulesAccounts Schedule. 2.1.2 Each Invoice Delivery Accounts Schedule shall be accompanied by such documentation supporting and evidencing the Accounts Account as Purchaser shall from time to time request. 2.1.3 Purchaser may purchase from Seller such Accounts as Purchaser determines determined to be an Eligible AccountsAccount, so long as the unpaid balance total outstanding Face Amount of Purchased Accounts does not exceed, exceed the Commitment Amount both before and after such purchase. However, Purchaser reserves the Maximum Amount. Notwithstanding, absolute right not to purchase any or all accounts or account schedules including the right to cease all future such purchases in the event Purchaser purchases Accounts in excess of the Maximum Amount, all of Purchaser’s rights and Seller’s duties under this ARPA shall applyits sole discretion. 2.1.4 Purchaser shall pay the Purchase Price, less the Required Reserve Amount, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 2.3.1 2.3.2 hereof, of any Purchased AccountAmount, to any demand Deposit Seller's Account maintained by Seller, or represented by an employee of Seller to be maintained by Seller, within two (2) business days of the Purchase DateSeller's receipt of an Accounts Schedule, countersigned by Purchaser, whereupon the Accounts shall be deemed purchased hereunder. 2.1.5 Seller shall present The sale of the Accounts for purchase in accordance with Section 2 of this ARPA no less than once every weekto Purchaser and Purchaser's ownership thereof will be properly reflected on Sellers books.

Appears in 1 contract

Samples: Assignment of Accounts and Security Agreement (Active Link Communications Inc)

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Assignment and Sale. 2.1.1 2.1.1. Seller shall sell offer for sale to Purchaser Purchaser, as absolute owner, with full recourse, such of Seller's ’s Accounts as are listed from time to time on Invoice Delivery SchedulesSchedules of Accounts a current form of which is attached as Exhibit 2.1.1. 2.1.2 2.1.2. Each Invoice Delivery Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Accounts documentation, as Purchaser shall from time to time reasonably request, supporting and evidencing each Account. 2.1.3 2.1.3. Purchaser may shall purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts, so long as unless i) an Event of Default has occurred and has not been cured; or ii) such purchase would cause the Face Amount of all Purchased Accounts, less the required Reserve Amount, to exceed the Maximum Amount. 2.1.4. Purchaser may elect not to purchase any Account which will cause the unpaid balance of Purchased Accounts does not exceed, before and after such purchase, to exceed the Maximum Amount. NotwithstandingHowever, in the event if Purchaser purchases Accounts in excess of the Maximum Amount, all of same shall have no adverse consequences to Purchaser’s rights and Seller’s duties under this ARPA shall apply. 2.1.4 2.1.5. Purchaser shall pay to Seller on the next business day following the Purchase PriceDate the Purchase Price of any Purchased Account, less any amounts due to Purchaser from owes Seller, including, without limitation, any amounts due under Section 2.3.1 Sections 3.1 and 6 hereof, of any Purchased Account, to any demand Deposit Account maintained by Seller, or represented by an employee of Seller to be maintained by Seller, within two (2) business days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunderPurchased Accounts. 2.1.5 Seller shall present Accounts for purchase in accordance with Section 2 of this ARPA no less than once every week.

Appears in 1 contract

Samples: Factoring and Security Agreement (Wave Systems Corp)

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