Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) Seller's Accounts as Purchaser determines in its sole discretion. Each Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may request. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts due to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims. Purchaser may, but need not, purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts. With respect to Purchased Accounts, Pxxxxxxxx agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”), provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”).

Assignment and Sale. In the absence of a continuing Event of Default Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) with full recourse, each of Seller's Eligible Accounts which Seller submits to Purchaser, so long as such sale and purchase of an Eligible Account would not result in an Overadvance (as hereinafter defined) or cause the aggregate amount of Purchased Accounts to exceed the Maximum Account as Purchaser determines in its sole discretionPermitted Discretion. Each Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may reasonably request. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts then due and payable to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims. Purchaser may, but need not, purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts. With respect to Purchased Accounts, Pxxxxxxxx agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”), provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”).

Assignment and Sale. Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) Seller's Accounts as Purchaser determines in its sole discretion. Each Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may request. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts due to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that at the time they are presented to Purchaser, all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims, other than ordinary course de minimis claims. Purchaser may, but need not, purchase from Seller only such Accounts as Purchaser determines to be Eligible Accounts. With respect to Purchased Accounts, Pxxxxxxxx Xxxxxxxxx agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”), provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoffsetoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”).

Assignment and Sale. Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) Seller's Accounts as Purchaser determines in its sole discretion’s Eligible Accounts. Each such Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may requestreasonably request and each such sale shall become effective upon payment of the Purchase Price as provided in this Section 2. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts due to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims. Purchaser may, but need not, purchase from Seller such Accounts claims as Purchaser determines to be Eligible Accountsof the related Purchase Date. With respect to Purchased Accounts, Pxxxxxxxx Xxxxxxxxx agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s the Required Reserve AccountsAmount, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”)) or from an Insolvency Default, Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoffsetoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”). For the avoidance of doubt, neither Credit Risk nor an Insolvency Default shall be considered a Dispute.