Common use of Assignments of Receivables Clause in Contracts

Assignments of Receivables. During the continuance of an Event of Default, Borrowers will promptly, upon request, execute and deliver to Agent written assignments, in form and content acceptable to Agent, of specific Receivables or groups of Receivables; provided, however, the Lien and/or security interest granted to Agent under this Agreement shall not be limited in any way to or by the inclusion or exclusion of Receivables within such assignments. Receivables so assigned shall secure payment of the Obligations and are not sold to Agent whether or not any assignment thereof, that is separate from this Agreement, is in form absolute. Borrowers agree that neither any assignment to Agent nor any other provision contained in this Agreement or any of the other Loan Documents shall impose on Agent any obligation or liability of Borrowers with respect to that which is assigned and Borrowers hereby agree to indemnify Agent and hold Agent harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that may be incurred by or imposed upon Agent by virtue of the assignment of and Lien on the Borrowers’ rights, title and interest in, to, and under the Collateral, in each case, in accordance with Section 12.4. Borrowers acknowledge and agree that this indemnification is a separate agreement and shall survive the termination of this Agreement and the Commitments and the payment and performance of all of the other Obligations, whether or not all or part thereof have been reduced to a judgment.

Appears in 4 contracts

Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)

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Assignments of Receivables. During the continuance of an Event of Default, Borrowers will promptly, upon request, execute and deliver to Agent Lender written assignments, in form and content acceptable to AgentLender, of specific Receivables or groups of Receivables; provided, however, the Lien and/or security interest granted to Agent Lender under this Agreement shall not be limited in any way to or by the inclusion or exclusion of Receivables within such assignments. Receivables so assigned shall secure payment of the Obligations and are not sold to Agent Lender whether or not any assignment thereof, that which is separate from this Agreement, is in form absolute. Borrowers agree Each Borrower agrees that neither any assignment to Agent Lender nor any other provision contained in this Agreement or any of the other Loan Financing Documents shall impose on Agent Lender any obligation or liability of Borrowers with respect to that which is assigned and Borrowers each Borrower hereby agree agrees to indemnify Agent Lender and hold Agent Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities that which may be incurred by or imposed upon Agent Lender by virtue of the assignment of and Lien on the Borrowers’ rights, title and interest in, to, and under the Collateral, in each case, in accordance with Section 12.4. Borrowers acknowledge and agree that this indemnification is a separate agreement and shall survive the termination of this Agreement and the Commitments and the payment and performance of all of the other Obligations, whether or not all or part thereof have been reduced to a judgment.

Appears in 2 contracts

Samples: Financing and Security Agreement (Gp Strategies Corp), Financing and Security Agreement (Gp Strategies Corp)

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