Collection by Buyer Sample Clauses

Collection by Buyer. The Buyer must follow its normal internal debt collection procedures to collect the Receivables on behalf of the Seller, including without limitation calling and writing to the relevant Customer to request payment of that Customer's Receivable. The Seller does not authorise the Buyer to instruct any third party, including without limitation any lawyer or debt collection agency, to collect any of the Receivables. The Buyer is in no way liable to the Seller for failing to recover any of the Receivables to be collected under this clause 4.4.
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Collection by Buyer. Upon the purchase of the Purchased Receivables, Buyer shall have full power and authority to ask for, demand, take, collect, xxx for and receive all payments in respect of the obligations which Seller, except for the execution hereof, could ask for, demand, take, collect, xxx for ad receive for its own use, and to enforce all rights and remedies thereunder which Seller could enforce if this Agreement had not been made and Seller hereby ratifies any actions which Buyer shall lawfully take to enforce its rights hereunder; PROVIDED that Buyer shall not exercise such power or authority prior to the occurrence of an Event of Default, except on prior written notice to Seller. Without limiting the foregoing, Buyer may enforce the payment of each of the Purchased Receivables in its own name or in the name of Seller, and may endorse the name of the Seller on all checks, drafts, money orders and other instruments tendered to or received in payment of any such Purchased Receivables. Seller hereby authorizes Buyer to notify any and all Account Debtors with respect to such Purchased Receivables of the purchase and sale contemplated hereby, and to cause all payments in respect thereof to be made directly to Buyer. Whether or not Buyer shall have so notified any Account Debtors, upon Buyer's request the Seller shall at its expense so notify the Account Debtors, cause all payments in respect thereof to be made directly to Buyer and render all reasonable assistance to Buyer in collecting such items and in enforcing claims thereof. All sums collected or received and all property recovered and possessed by Buyer in connection with the Purchased Receivables shall belong to Buyer absolutely. All sums collected or received and all property recovered or possessed by the Seller in connection with Purchased Receivables shall be received and held by the Seller in trust for and on Buyer's behalf; and upon receipt of any such sum or property, Seller shall forthwith deliver the same to Buyer, or upon its order. In connection with its obligations under this SECTION 3.2, Seller agrees to execute such instruments (including without limitation applications to governmental authorities for the delivery of mail through an agent) and to adopt such procedures, including the appointment of trustees of the institution of depositary or collateral account procedures, as Buyer may from time to time request, to provide for the direct collection by it of amounts due under the Purchased Receivables.
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Collection by Buyer. Buyer is appointed Seller's attorney-in-fact and may: (a) demand, sue for and receive all pxxxents for the Purchased Receivables; and (b) enforce payment of each Purchased Receivable in Seller's name; and (c) endorse Seller's name on checks or other instruments; and (d) notify Account Debtors of the purchase and sale and require all payments be made directly to Buyer[, provided that Buyer shall use its best efforts contemporaneously to provide Seller a copy of any such notification]; and (e) compromise, prosecute or defend any action or claim involving a Purchased Receivable including filing or voting a claim in a bankruptcy case; and (f) require Seller, at its expense, to notify the Account Debtors to pay Buyer directly; and (g) require Seller reasonably to assist collecting and enforcing claims and execute any documents in connection therewith that Buyer reasonably requests; and (h) do anything reasonably necessary or expedient in connection with a Purchased Receivable.
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Collection by Buyer. If an Event of Default occurs and continues Buyer is appointed Sellers attorney-in-fact and Buyer may: (a) demand, xxx for and receive all payments for the Purchased Receivables; and (b) enforce payment of each Purchased Receivable in Sellers name; and (c) endorse Seller's name on checks or other instruments; and (d) notify Account Debtors of the purchase and sale and require all payments be made directly to Buyer. (e) compromise, prosecute or defend any action or claim involving a Purchased Receivable including filing or voting a claim in a bankruptcy case. (f) require Seller, at its expense, to notify the Account Debtors to pay Buyer directly; and (g) require Seller to assist collecting and enforcing claims and execute any documents that Buyer reasonably requests.
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Collection by Buyer. (a) The Seller is entitled to the Receivables but, subject to clause 6.5, must not attempt to collect them. (b) The Buyer must use its best endeavours to expedite collection on behalf of the Seller of those Receivables specified in the Settlement Statement. (c) Nothing in clause 6.1((b)) requires the Buyer to institute proceedings to recover any Receivable or to expedite collection of any receivable not specified in the Settlement Statement.
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Collection by Buyer. Section 3.2 of the Purchase Agreement is hereby amended in its entirety to read as follows:
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Collection by Buyer. Each Seller hereby irrevocably appoints Buyer with full power of substitution as its true and lawful attorney and authorizes Buyer to act in such Seller’s name, place and stead, to demand, xxx for, compromise and recover all such sums of money which now are, or may hereafter become, due and payable for or on account of the Acquired Accounts Receivable. Each Seller grants to Buyer full authority to do all things necessary to realize upon the Acquired Accounts Receivable and such Seller’s rights thereunder or related thereto pursuant to this Agreement, including the right to endorse and deposit into Buyer’s accounts checks made payable to any Seller. Each Seller agrees that the powers granted by this paragraph are discretionary in nature and exercisable at the sole option of Buyer. Buyer shall have no obligation to take any action to prove, defend, demand or take any action with respect to the Acquired Accounts Receivable. Case 1-12-46913-ess Doc 417-1 Filed 03/07/13 Entered 03/07/13 18:43:38
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Collection by Buyer. Upon the purchase of the Obligations, ------------------- Buyer shall have full power and authority to ask for, demand, take, collect, xxx for and receive all payments in respect of the Obligations. Without limiting the foregoing, Buyer may enforce the payment of each of the Obligations in its own name or in the name of Seller, and may endorse the name of Seller on all checks, drafts, money orders and other instruments tendered to or received in payment of any such Obligations. Seller authorizes Buyer to notify any and all Obligors with respect to such Obligations of the purchase and sale contemplated hereby, and to cause all payments in respect thereof to be made directly to Buyer and render all reasonable assistance to Buyer in collecting such items and in enforcing claims thereof. All sums collected or received and all property recovered and possessed by Buyer in connection with the Obligations shall belong to Buyer absolutely. All sums collected or received and all property recovered or possessed by Seller in connection with Obligations shall be received and held by Seller in trust for and on Buyer's behalf; and upon receipt of any such sum or property, Seller shall forthwith deliver the same to Buyer, or upon its order.
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Collection by Buyer. The Seller takes photographs of the Cake from all angles before the Cake leaves the Seller's premises. For Xxxx collected from the Seller, the Seller requires a signed collection note by the person collecting confirming that the Cake was handed over in perfect condition. The Seller does not accept any liability for loss or damage to the Cake following collection.
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Related to Collection by Buyer

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds. (1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement; (2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement; (3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events: (i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer; (iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets; (iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise; (v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled; (vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time; (vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations; (viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ix) Buyer’s conviction of any felony involving moral turpitude; (x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and (xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21. (4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located; (5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility. (6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.

  • Termination by Purchaser (i) This Agreement may be terminated by Purchaser at any time prior to the Closing, if (A) Seller shall have breached or failed to comply, in any material respect, with any of Seller’s covenants or agreements contained in this Agreement or (B) there shall have been a breach of or inaccuracy in any material respect when made with one or more of the representations or warranties of Seller contained in this Agreement and, in the case of clauses (A) and (B) above, such breach, failure or inaccuracy would give rise to the failure of a condition set forth in Section 7.01 to be satisfied, which breach, failure or inaccuracy is not cured (if capable of being cured prior to the Closing) within thirty (30) days (or by the Outside Date, if sooner) after receiving notice thereof from Purchaser; provided, that Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing). (ii) This Agreement may be terminated by Purchaser if the Closing shall not have occurred on or before the Outside Date; provided, however, that (A) Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) and (B) Purchaser may not terminate this Agreement pursuant to this Section 9.01(b)(ii) during the pendency of any Legal Proceeding brought by Seller for specific performance of Purchaser’s obligation to consummate the Closing pursuant to Section 10.15. (iii) This Agreement may be terminated by Purchaser at any time prior to the Closing, if a final, non-appealable Closing Legal Impediment shall be in effect; provided, that Purchaser may not rely upon this Section 9.01(b)(iii) to terminate this Agreement if Purchaser’s failure to fulfill any obligation or condition under this Agreement materially contributed to the cause of such Closing Legal Impediment.

  • Purchase by Servicer upon Breach The Depositor, the Servicer or the Administrator (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Sections 3.2, 3.5 or 3.6. If such breach shall not have been cured by the close of business on the last day of the Collection Period which includes the 60th day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor or the Administrator (on behalf of the Trust) of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection Period; provided, however, that with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuer to receive and retain payment in full on such Receivable. In consideration of the purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders with respect to a breach of Sections 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. None of the Administrator, the Owner Trustee or the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7.

  • Investigation by Buyer Buyer has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business and has performed all due diligence that it has deemed necessary to perform concerning the Business, the Purchased Assets, and the Assumed Obligations in connection with its decision to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and acknowledges that Buyer and Buyer’s Representatives have been provided access to the personnel, properties, premises and records of Seller for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that none of Seller or any of its Affiliates or any of Seller’s Representatives makes or has made any representation or warranty, of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to (a) projections, estimates or budgets delivered or made available to Buyer (or any of its Affiliates, officers, directors, employees or representatives) of, except as set forth in Section 5.4, the future results of operations (or any component thereof), cash flows or financial condition (or any component thereof), of the Business; (b) future business, operations, revenues or profits of the Business; (c) maintenance, repair, condition, design, performance, value, merchantability or fitness for any particular purpose of the Purchased Assets; or (d) as to the accuracy or completeness of any of the information provided or made available to Buyer or Buyer’s Representatives), except for those representations and warranties expressly set forth in Article V of ‎this Agreement (as qualified by the Seller Disclosure Schedules), and Seller hereby disclaims any such other representations or warranties; (b) agrees, to the fullest extent permitted by applicable Law, that none of Seller or any of its Affiliates or any of Seller’s Representatives shall have any liability or responsibility whatsoever to Buyer on any basis based upon any information provided or made available, or statements made, to Buyer or Buyer’s Representatives (including any forecasts or projected information), except that the foregoing limitations shall not apply with respect to Seller to the extent Seller has liability for indemnification pursuant to ‎Article IX for the breach of the specific representations and warranties set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules), but always subject to the limitations and restrictions contained herein; (c) acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to the Business, the Purchased Assets or the Assumed Obligations; and (d) none of Seller, its Affiliates or Seller’s Representatives shall have any liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Buyer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules).

  • Investigation by Purchaser (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Schedule.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Termination by Subscriber (a) The Subscriber may terminate this Agreement by giving notification to SORACOM according to the method specified by XXXXXXX separately. In this case, such termination shall take effect on the date specified by SORACOM beforehand or on the date designated by the Subscriber in such notification, whichever is later. (b) Notwithstanding the preceding paragraph, if the SORACOM Air Global Service becomes unavailable in accordance with Section 5.1, 5.2, or 5.4, the Subscriber may terminate this Agreement by giving notification to SORACOM according to the method specified by XXXXXXX separately on the date designated by the Subscriber in such notification. (c) SORACOM shall calculate any outstanding balance between SORACOM and the Subscriber at the time of termination and charge any differential amount.

  • Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

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