Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. 2.1.1. Each Seller shall offer to sell to Purchaser as absolute owner, with full recourse, such of Seller's Accounts as are listed from time to time on Schedules of Accounts. 2.1.2. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as (i) the cause of non-payment is solely due to an Account Debtor becoming Insolvent, and (ii) the Account Debtor is not an Affiliate of Seller. 2.1.3. Each Schedule of Accounts shall be accompanied by such documentation regarding the Account, as Purchaser shall from time to time request, and such request may include an acknowledgment of the Account by an Account Debtor or Payor satisfactory to Purchaser. 2.1.4. Purchaser may, but need not purchase from a Seller such Accounts as Purchaser determines to be Eligible Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause the unpaid balance of Purchased Accounts to exceed the Maximum Amount. 2.1.6. Purchaser shall pay the Purchase Price, of any Purchased Account, less any amounts due to Purchaser from the Seller of such Account, within one business day of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. In the event that Seller requests payment of the Purchase Price on the Purchase Date, Seller shall immediately pay the Expedited Funding Fee to Purchaser. 2.1.7. Notwithstanding anything to the contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request of Seller, whereupon Seller shall pay the Minimum Funding Fee to Purchaser.

Assignment and Sale. 2.1.1. Each 2.1.1 Seller shall offer to sell to Purchaser as absolute owner, with full recourse, such all of Seller's Accounts as are listed by listing them from time to time on Schedules of Accounts. 2.1.2, sent by Seller to Purchaser. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as (i) the cause of non-non- payment is solely due to the occurrence of an Insolvency Event. If the Insolvency Event occurs subsequent to the repurchase of any Account Debtor becoming Insolventby Seller as required hereunder, and Purchaser's assumption of such credit risk is conditioned on Seller so advising Purchaser in writing within sixty (ii60) days after the occurrence of such Insolvency Event, whereupon Purchaser shall repurchase such Account Debtor is not an Affiliate of Sellerfor the then unpaid Face Amount. 2.1.3. 2.1.2 Each Schedule of Accounts shall be accompanied by such documentation regarding supporting and evidencing the Account, Account as Purchaser shall from time to time request, and such request may include an acknowledgment of the Account by an Account Debtor or Payor satisfactory to Purchaser. 2.1.4. 2.1.3 Purchaser may, but need not shall purchase from a Seller such Accounts as Purchaser determines to be an Eligible Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause Account, so long as the unpaid balance total outstanding Purchase Price of Purchased Accounts to exceed does not exceed, before and after such purchase, the Maximum Amount. 2.1.6. 2.1.4 Purchaser shall pay the Purchase Price, of any Purchased Account, less any amounts due to Purchaser from the Seller Seller, including, without limitation, any amounts due under Section 2.3 hereof, of such any Purchased Account, to Seller's Account within one two (2) business day days of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. In the event that . 2.1.5 Purchaser shall pay to Seller requests payment any unpaid balance of the Purchase Price of any Purchased Account which has been the subject of an Insolvency Event within ninety days of the date on the Purchase Date, Seller shall immediately pay the Expedited Funding Fee to Purchaserwhich Purchaser acquires knowledge thereof. 2.1.7. Notwithstanding anything to the contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request of Seller, whereupon Seller shall pay the Minimum Funding Fee to Purchaser.

Assignment and Sale. 2.1.1. Each 2.1.1 Seller shall offer to sell to Purchaser Purchaser, as absolute owner, with full recourse, such of Seller's ’s Accounts as are listed from time to time on Schedules a Schedule and accepted by Purchaser as evidenced by Purchaser not having crossed out, or affixing an “x” alongside, a listed invoice. Purchaser shall purchase from Seller such Accounts as Purchaser shall determine, in its sole discretion. Purchaser reserves the right to review and reject, at any time, any Account submitted by Seller to Purchaser for purchase before incurring any obligation to purchase such Account under this Agreement. Purchaser’s approval of Accountsthe purchase of any Account does not obligate Purchaser to approve and purchase any other Account. 2.1.2. 2.1.2 Upon purchase, except for Purchased Accounts purchased with full recourse to Seller under paragraph 2.1.3 hereof, Purchaser will assume the risk of non-payment nonpayment on Purchased Accounts, as provided herein, so long as (ia) the cause of non-payment nonpayment is solely due to the occurrence of an Account Debtor becoming Insolvent, Insolvency Event; (b) Seller advises Purchaser in writing of the occurrence of an Insolvency Event within thirty (30) days after the occurrence of such Insolvency Event and not later than ninety (90) days after the due date of such Purchased Accounts; and (iic) Seller has not breached in any material respect any of the Account Debtor is warranties, representations, covenants or any other material provisions of this Agreement. If an Insolvency Event occurs subsequent to a Dispute being raised with respect to a Purchased Account, the Customer’s failure to pay shall be deemed attributed to the Dispute and not an Affiliate to the occurrence of the Insolvency Event. 2.1.3 Notwithstanding anything to the contrary contained herein, Purchaser may, in Purchaser’s sole discretion, purchase from Seller, with full recourse in the event of nonpayment by the Customer, such of Seller’s Accounts as are listed from time to time on the Schedule with the term “DR” affixed alongside them. All other terms, conditions and provisions of this Agreement shall apply to such Accounts purchased with full recourse. 2.1.3. 2.1.4 Each Schedule of Accounts shall be accompanied by such documentation regarding supporting and evidencing the Account, Purchased Accounts as Purchaser shall from time to time request, including, without limitation, copies of invoices, shipping documents and such request may include an acknowledgment other proof of the Account by an Account Debtor or Payor satisfactory delivery in form acceptable to Purchaser. Seller’s failure to provide such documents shall relieve Purchaser from the credit risk as to the Purchased Accounts relating thereto. 2.1.4. 2.1.5 Purchaser may, but need not shall purchase from a Seller such Accounts as Purchaser determines to be Eligible Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause the unpaid balance of Purchased Accounts to exceed for the Maximum Amount. 2.1.6. Purchase Price, which shall be payable as follows: Purchaser shall pay the Purchase Price, Down Payment to Seller following Seller’s receipt of any Purchased Account, less any amounts due to Purchaser from the Seller of such Account, within one business day of the Purchase Datea Schedule initialed by Purchaser, whereupon the Purchased Accounts shall be deemed purchased hereunder. In ; Purchaser shall pay the event that Seller requests payment balance of the Purchase Price on from the Reserve Account only to the extent funds are available after payment of all Obligations, as provided in paragraph 2.3.4 of this Agreement. Notwithstanding the foregoing, as to Purchased Accounts for which Purchaser has assumed the risk of nonpayment in accordance with this Agreement, after the occurrence of an Insolvency Event, Purchaser’s payment of the Down Payment for such Purchased Accounts as provided in this paragraph 2.1.5 shall be deemed payment in full of the Purchase Date, Seller Price and no additional amounts shall immediately pay the Expedited Funding Fee to Purchaser. 2.1.7. Notwithstanding anything to the contrary contained herein, be owing by Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request on account of Seller, whereupon Seller shall pay the Minimum Funding Fee to Purchasersuch Purchased Accounts.

Assignment and Sale. 2.1.1. Each Seller shall offer to sell to Purchaser as absolute owner, with full recourse, such of Seller's ’s Accounts as are listed from time to time on Schedules of Accounts. 2.1.2. Upon purchase, Purchaser will assume the risk of non-payment on Purchased Accounts, so long as (i) the cause of non-payment is solely due to an Account Debtor becoming Insolvent, and (ii) the Account Debtor is not an Affiliate of Seller. 2.1.3. Each Schedule of Accounts shall be accompanied by such documentation regarding supporting and evidencing the Account, as Purchaser shall from time to time request, and such request may include an acknowledgment of the Account by an Account Debtor or Payor satisfactory to Purchaser. 2.1.4. Purchaser may, but need not purchase from a Seller such Accounts as Purchaser determines to be Eligible Accounts. 2.1.5. Purchaser does not intend to purchase any Account which will cause the unpaid balance of Purchased Accounts to exceed the Maximum AmountAmount . 2.1.6. Purchaser shall pay the Purchase Price, of any Purchased Account, less any amounts due to Purchaser from the Seller of such AccountSeller, within one business day of the Purchase Date, whereupon the Accounts shall be deemed purchased hereunder. In the event that Seller requests payment of the Purchase Price on the Purchase Date, Seller shall immediately pay the Expedited Funding Fee to Purchaser. 2.1.7. Notwithstanding anything to the contrary contained herein, Purchaser shall not make any payment to Seller in an amount less than the Minimum Advance Amount, except upon the request of Seller, whereupon Seller shall pay the Minimum Funding Fee to Purchaser.