Contract Receivables Clause Samples
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Contract Receivables. To secure the indemnity obligations of -------------------- Seller, Principal and Shareholder, Seller wishes to grant Purchaser a right of offset against the Contract Receivables. Seller hereby irrevocably appoints Purchaser as Seller's exclusive agent with respect to the Contract Receivables with full power and authority to receive, endorse, accept, negotiate, deposit, realize upon and take all other actions with respect to the Contract Receivables or payments made on the Contract Receivables as could be taken by Seller (including, without limitation, endorsement of checks or money orders on behalf of Seller). Purchaser will bear all costs incurred in collecting the Contract Receivables, except any costs involved in hiring a collection agency or attorneys to collect the Contract Receivables (including any costs of litigation related thereto) all of which cost will be borne by Seller. Seller shall promptly notify the account debtors on the Contract Receivables of Purchaser's role as Seller's agent and that all payments are to be made to Purchaser as agent for Seller. Seller shall take all actions to encourage the account debtors to make payment on the Contract Receivables as soon as possible. Purchaser shall keep a record of, and remit to Seller, at least once every seven (7) days, all payments received on the Contract Receivables, less amounts withheld by Purchaser for claims asserted or reasonably anticipated to be asserted under Section 12.2 above; provided that the Purchaser will withhold any ------------ amounts collected if the amount of Contract Receivables which arose during the prior 24 months which remains to be collected is less than $1 million. The agency and authority of Purchaser to act on Seller's behalf will terminate on the 130th day following the Closing Date. The parties shall cooperate and take all actions requested by either party to further effect or evidence this Section 12.7, including, without ------------ limitation, the execution and delivery of additional documents, instruments, notices or appointments. Seller acknowledges that Purchaser is agreeing to this Section 12.7 in lieu of requiring a holdback from ------------ the Purchase Price and that PURCHASER HAS MADE, AND MAKES, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ABILITY TO ACT AS SELLER'S AGENT. SELLER HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE ANY CLAIM (OF ANY NATURE) AGAINST PURCHASER WITH RESPECT TO ANY OF THE CONTRACT RECEIVABLES, OTHER THAN ANY C...
Contract Receivables. The contract receivables shown on the Company's balance sheet as of December 31, 2002 included in the Company Annual Report, except for write-offs in amounts reserved against in such financial statements, or thereafter acquired, subject to reserves created in the ordinary course of business on a basis consistent with the periods covered in such financial statements, (a) are collectible in all material respects and (b) in all material respects and taken as a whole, (i) are valid and enforceable, (ii) arose from bona-fide sales to third parties in ordinary course of business, and (iii) are not subject to any counterclaims or setoffs and have not been encumbered or sold, except as set forth in Section 3.14 of the Company Letter and except for contract receivables sold in the Company's securitization program (including warehouse financing arrangements.)
Contract Receivables. All rights to payments and other sums now or hereafter due or to become due under or pursuant to any Contracts and any Contract-related Rights (collectively, the “Contract Receivables”), whether now or hereafter evidenced by any Accounts, Chattel Paper, Instruments, Payment Intangibles, or otherwise;
Contract Receivables. Except as disclosed on Schedule 3.19, -------------------- -------------
(a) each Contract Receivable represents a sale or lease transaction made in the ordinary course of business and which arose pursuant to an enforceable written contract for a bona fide sale or purchase of goods or for services performed, and Seller has performed all of its obligations to which such Contract Receivable relates, and (b) no Contract Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof and no obligor thereof is subject to bankruptcy or similar proceedings. Seller is the sole owner of the Contract Receivables, and no other person or entity has any right or claim thereto.
Contract Receivables. All Contract Receivables received by Seller or Buyer prior to or after the Closing shall be prorated between the parties as of the Closing Date. At Closing, Seller shall furnish Buyer with a written certificate setting forth the amount of all unpaid Contract Receivables allocable to periods prior to Closing, the amount of all Contract Receivables received by Seller that are allocable to periods from and after the Closing, and the periods to which the same relate. In the event Buyer is entitled to any portion of the Contract Receivables that have been paid to Seller as of the Closing, Seller shall tender the same to Buyer at Closing. After Closing, all Contract Receivables received by Buyer or Seller pursuant to any Lease or Surviving Operating Agreement shall be applied first to amounts due under such Lease or Surviving Operating Agreement for the then current period and then to reduce delinquent amounts due under such Lease or Surviving Operating Agreement in inverse order of when they first became due. Seller and Buyer agree to promptly tender any amounts that it receives that are due the other party under the provisions of this subsection. Buyer acknowledges and agrees that any re-imaging incentives paid to Seller under the Fuel Branding Agreements prior to Closing shall not constitute Contract Receivables and shall be retained in full by Seller.