Common use of Conditions Relating to Sales of Receivables Clause in Contracts

Conditions Relating to Sales of Receivables. (a) Xxxxx shall not sell, transfer, assign or otherwise convey Receivables to the Purchaser unless on the applicable Purchase Date the following conditions are satisfied with respect to the Receivables to be sold, transferred, assigned and otherwise conveyed on such date: (i) on the applicable Purchase Date, all representations and warranties of Xxxxx contained in this Agreement shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) Xxxxx shall have filed on or prior to the applicable Purchase Date, as required by Section 4.01, the financing statement(s), naming Xxxxx, as seller, and the Purchaser, as purchaser, with respect to the Purchased Assets, in such a manner and in such jurisdictions as are necessary to perfect the transfer of Xxxxx’x interest in the Purchased Assets to the Purchaser; (iii) Xxxxx shall have delivered to the Purchaser an executed Daily Receivables File relating to the applicable Purchased Assets; and (iv) all Collections required to have been deposited in the Collection Account prior to such Purchase Date shall have been so deposited. If an Insolvency Event relating to Xxxxx shall have occurred, Xxxxx shall on the date of such Insolvency Event immediately cease to sell Receivables to the Purchaser. Notwithstanding any cessation of the sale to the Purchaser of additional Receivables, Receivables sold to the Purchaser prior to the occurrence of such Insolvency Event, and Collections in respect of such Receivables, shall continue to be a part of the Purchased Assets and shall be allocated and distributed to the Purchaser in accordance with the terms of this Agreement and the Receivables Purchase and Administration Agreement. Upon the occurrence of an Insolvency Event, Xxxxx shall promptly give notice of such Insolvency Event to the Servicer and the Administrative Agent.

Conditions Relating to Sales of Receivables. (a) Xxxxx T-Mobile PCS shall not sell, transfer, assign or otherwise convey Receivables to the Purchaser unless on the applicable Purchase Date the following conditions are satisfied with respect to the Receivables to be sold, transferred, assigned and otherwise conveyed on such date: (i) on the applicable Purchase Date, all representations and warranties of Xxxxx T-Mobile PCS contained in this Agreement shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) Xxxxx T-Mobile PCS shall have filed on or prior to the applicable Purchase Date, as required by Section 4.01, the financing statement(s), naming XxxxxT-Mobile PCS, as seller, and the Purchaser, as purchaser, with respect to the Purchased Assets, in such a manner and in such jurisdictions as are necessary to perfect the transfer of Xxxxx’x T-Mobile PCS’s interest in the Purchased Assets to the Purchaser; (iii) Xxxxx if such Purchase Date occurs on a Funding Date, T-Mobile PCS shall have delivered to the Purchaser an executed Daily Bringdown Receivables File relating to the applicable Purchased AssetsAssets required to be covered by such Bringdown Receivables File; and (iv) all Collections required to have been deposited in the Collection Account prior to such Purchase Date shall have been so deposited. If an Insolvency Event relating to Xxxxx T-Mobile PCS shall have occurred, Xxxxx T-Mobile PCS shall on the date of such Insolvency Event immediately cease to sell additional Receivables to the Purchaser. Notwithstanding any cessation of the sale to the Purchaser of additional Receivables, Receivables sold to the Purchaser prior to the occurrence of such Insolvency Event, and Collections in respect of such Receivables, shall continue to be a part of the Purchased Assets and shall be allocated and distributed to the Purchaser in accordance with the terms of this Agreement and the Master Receivables Purchase and Administration Agreement. Upon the occurrence of an 740343051 Insolvency Event, Xxxxx T-Mobile PCS shall promptly give notice of such Insolvency Event to the Servicer and the Administrative Agent.

Conditions Relating to Sales of Receivables. (a) Xxxxx shall not sell, transfer, assign or otherwise convey Receivables to the Purchaser unless on the applicable Purchase Date the following conditions are satisfied with respect to the Receivables to be sold, transferred, assigned and otherwise conveyed on such date: (i) on the applicable Purchase Date, all representations and warranties of Xxxxx contained in this Agreement shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) Xxxxx shall have filed on or prior to the applicable Purchase Date, as required by Section 4.01, the financing statement(s), naming Xxxxx, as seller, and the Purchaser, as purchaser, with respect to the Purchased Assets, in such a manner and in such jurisdictions as are necessary to perfect the transfer of Xxxxx’x interest in the Purchased Assets to the Purchaser; (iii) if such Purchase Date occurs on a Weekly Delivery Date, Xxxxx shall have delivered to the Purchaser an executed Daily Weekly Receivables File relating to the applicable Purchased AssetsAssets required to be covered by such Weekly Receivables File; and (iv) all Collections required to have been deposited in the Collection Account prior to such Purchase Date shall have been so deposited. . (b) If an Insolvency Event relating to Xxxxx shall have occurred, Xxxxx shall on the date of such Insolvency Event immediately cease to sell Receivables to the Purchaser. Notwithstanding any cessation of the sale to the Purchaser of additional Receivables, Receivables sold to the Purchaser prior to the occurrence of such Insolvency Event, and Collections in respect of such Receivables, shall continue to be a part of the Purchased Assets and shall be allocated and distributed to the Purchaser in accordance with the terms of this Agreement and the Receivables Purchase and Administration Agreement. Upon the occurrence of an Insolvency Event, Xxxxx shall promptly give notice of such Insolvency Event to the Servicer and the Administrative Agent.

Conditions Relating to Sales of Receivables. (a) Xxxxx shall not sell, transfer, assign or otherwise convey Receivables to the Purchaser unless on the applicable Purchase Date the following conditions are satisfied with respect to the Receivables to be sold, transferred, assigned and otherwise conveyed on such date: (i) on the applicable Purchase Date, all representations and warranties of Xxxxx contained in this Agreement shall be true and correct in all material respects with the NJ 231024835v4 same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) Xxxxx shall have filed on or prior to the applicable Purchase Date, as required by Section 4.01, the financing statement(s), naming Xxxxx, as seller, and the Purchaser, as purchaser, with respect to the Purchased Assets, in such a manner and in such jurisdictions as are necessary to perfect the transfer of Xxxxx’x interest in the Purchased Assets to the Purchaser; (iii) if such Purchase Date occurs on a Weekly Delivery Date, Xxxxx shall have delivered to the Purchaser an executed Daily DailyWeekly Receivables File relating to the applicable Purchased AssetsAssets required to be covered by such Weekly Receivables File; and (iv) all Collections required to have been deposited in the Collection Account prior to such Purchase Date shall have been so deposited. If an Insolvency Event relating to Xxxxx shall have occurred, Xxxxx shall on the date of such Insolvency Event immediately cease to sell Receivables to the Purchaser. Notwithstanding any cessation of the sale to the Purchaser of additional Receivables, Receivables sold to the Purchaser prior to the occurrence of such Insolvency Event, and Collections in respect of such Receivables, shall continue to be a part of the Purchased Assets and shall be allocated and distributed to the Purchaser in accordance with the terms of this Agreement and the Receivables Purchase and Administration Agreement. Upon the occurrence of an Insolvency Event, Xxxxx shall promptly give notice of such Insolvency Event to the Servicer and the Administrative Agent.