Common use of Covenants by Seller Clause in Contracts

Covenants by Seller. 8.1. After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, or the like with respect to any of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Purchased Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller's expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.6. Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; (b) as requested by Purchaser, lender loss payable endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex.

Covenants by Seller. 8.110.1. After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, authorizations or the like with respect to any of the Purchased Accounts. 8.210.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have unrestricted access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where the Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's ’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. 10.3. Seller shall furnish to Purchaser on a monthly basis such financial statements and other financial information as Purchaser may from time to time request. All such financial statements shall show all material contingent liabilities and shall accurately and fairly present the results of operations and the financial condition of Seller at the dates and for the period indicated. Without limitation of the foregoing, Seller shall furnish to Purchaser the following statements: 10.3.1. Income statements of the Seller dated as of the last day of each month, to be delivered within 20 days after the end of each month and certified by Seller as true, correct, and complete, and yearly income statements of Seller to be delivered within 90 days after the end of each fiscal year and certified by Seller as true, correct, and complete. 10.3.2. Schedules containing the aging of accounts receivable and accounts payable of the Seller dated as of the last day of each month, to be delivered within 5 business days after the end of each month and certified by the Seller to be true, correct and complete. 10.3.3. Annual balance sheets and financial statements from Seller within 90 days of the end of each fiscal year of the reporting party, which are true and correct in all respects, have been prepared in accordance with GAAP, and fairly present the financial condition(s) of the person(s) referred to therein as of the date(s) indicated. 10.3.4. If Seller fails to furnish or cause to be furnished promptly any report required above, or if Purchaser reasonably deems such reports to be unacceptable, Purchaser may elect (in addition to exercising any other right and remedy) to conduct an audit of all books and records of Seller and/or prepare the statement or statements which Seller failed to procure and deliver. Such audit shall be made and such statement or statements shall be prepared by an independent firm of certified public accountants to be selected by Purchaser. Seller shall pay all reasonable expenses of the audit and other services, which expenses shall be immediately due and payable with interest thereon at the rate of twelve percent (12%) per annum. 10.4. Without expense to Purchaser, Purchaser may use any of Seller's ’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, supplies and premises for the collection of Purchased Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller's ’s expense all financial information, books and records, work papers, management reports, reports and other information in their possession relating to Seller. 8.310.5. Before sending any invoice evidencing a Purchased Account Invoice to the an Account Debtor, Seller shall mark xxxx same with a notice of assignment as may be required by PurchasexPurchaser. 8.410.6. Seller shall pay when due all payroll and other taxes taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.510.7. Seller shall not create, incur, assume, assume or permit to exist any Lien lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.610.8. Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion. Seller shall furnish to Purchaser: (a) upon written request, any and all information concerning such insurance carried; (b) as requested by Purchaser, lender loss payable payee endorsements (or their equivalent) in favor of Purchaser. All policies of insurance shall provide for not less than thirty (30) days day’s prior written cancellation notice to Purchaser. 8.710.9. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereofFee, Seller shall deliver in kind to Purchaser on no later than the next Business Day second business day following the date of receipt by Seller of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex.

Covenants by Seller. 8.110.1. After written notice by Purchaser to Seller, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of the Purchased Accounts, (b) compromise or settle any of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account Debtor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, authorizations or the like with respect to any of the Purchased Accounts. 8.2. 10.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have unrestricted access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where the Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Purchased Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller's expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex. 8.4. Seller shall pay when due all payroll and other taxes and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.5. Seller shall not create, incur, assume, or permit to exist any Lien upon or with respect to any Collateral now owned or hereafter acquired by Seller. 8.6. Seller shall maintain insurance on all insurable property owned or leased by Seller in the manner, to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and form and with insurance companies acceptable to Purchaser in its sole discretion10.3. Seller shall furnish to Purchaser: (a) upon written Purchaser on a monthly basis such financial statements and other financial information as Purchaser may from time to time request, any and all information concerning such insurance carried; (b) as requested by Purchaser, lender loss payable endorsements (or their equivalent) in favor of Purchaser. All policies such financial statements shall show all material contingent liabilities and shall accurately and fairly present the results of insurance shall provide operations and the financial condition of Seller at the dates and for not less than thirty (30) days prior written cancellation notice to Purchaser. 8.7the period indicated. Notwithstanding that Seller has agreed to pay Without limitation of the Misdirected Payment Fee pursuant to Section 3.2.1 hereofforegoing, Seller shall deliver in kind furnish to Purchaser on the next Business Day following statements: Page 5 of 15 10.3.1. Income statements of the date Seller dated as of receipt the last day of each month, to be delivered within 20 days after the end of each month and certified by Seller as true, correct, and complete, and yearly income statements of Seller to be delivered within 90 days after the amount end of any payment on account of a Purchased Accounteach fiscal year and certified by Seller as true, correct, and complete. 8.8. Before sending any Invoice to an Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex.

Covenants by Seller. 8.111.1. After written notice Each pool of Purchased Accounts are and will remain: (a) bona fide, enforceable, existing obligations created by the full and complete rendition of services or the unconditional sale and delivery of goods in the ordinary course of Seller’s business; (b) unconditionally owed and will be paid to Purchaser in full without any assertion of a defense, dispute, offset, counterclaim, or right of return or cancellation, other than Accounts owed by an Obligor which become subject to any bankruptcy or state debtor relief proceeding; and (c) sales made to an entity that is not Affiliated with Seller or will at all times represent an “arm’s length” transaction. 11.2. Seller shall not create, incur, assume, or permit to exist any security interest or lien or any form of adverse ownership interest or claim upon or with respect to any pool of Purchased Accounts or Collateral in which Purchaser now or hereafter holds an ownership or a security interest. Before sending any Invoice to an Obligor, Seller shall mark same with the form of payment instructions required by Purchaser. 11.3. Seller, and automaticallywithin three (3) business days of the following, without noticeshall provide Purchaser with written Notice of (a) any billing dispute including, after but not limited to, any challenge by an Event Obligor as to an Invoice amount, damage to cargo, returns or allowances or claim for loss or (b) actual or imminent bankruptcy, insolvency, or material impairment of Default, the financial condition of any Obligor. 11.4. Seller shall not, without the prior written consent of Purchaser in each instance, Purchaser: (a) grant any extension of time for payment of any Account within each pool of the Purchased Accounts, (b) compromise or settle any Account within each pool of the Purchased Accounts for less than the full amount thereof, (c) release in whole or in part any Account DebtorObligor, or (d) grant any credits, discounts, allowances, deductions, return authorizations, authorizations or the like with respect to any Account within each pool of the Purchased Accounts. 8.2. From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller's books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller's personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies, and premises for the collection of Purchased Accounts and realization on other Collateral as Purchaser, in its sole discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller's expense all financial information, books and records, work papers, management reports, and other information in their possession relating to Seller. 8.3. Before sending any invoice evidencing a Purchased Account to the Account Debtor, Seller shall mark same with a notice of assignment as may be required by Purchasex. 8.411.5. Seller shall timely pay when due all payroll and other taxes (and make all required deposits in a timely manner); shall file all quarterly, annual, and other periodic tax and information reports, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. 8.511.6. Seller shall not createat any time during the term of this Agreement and as may be requested by Purchaser fully complete and execute such forms authorized by the Department of Treasury permitting Purchaser to, incuramong other things, assume, inspect or permit to exist any Lien upon or with respect receive tax information relating to any Collateral now owned or hereafter acquired tax information pertaining to Seller as may be desired by SellerPurchaser. 8.611.7. Seller shall maintain insurance at all times on all insurable property owned or leased by Seller in the manner, such manner to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in similar geographic areas. All such insurance shall be in amounts and such form and with written by such insurance companies acceptable to Purchaser in its sole discretionPurchaser. 11.8. Seller shall furnish not sell, transfer or assign more than 10% of Seller’s assets to Purchaser: (a) upon any non-affiliate without first receiving Purchaser ’s written request, any and all information concerning such insurance carried; (b) consent. 11.9. From time to time as requested by Purchaser, lender loss payable endorsements Purchaser or its designee shall have access, during reasonable business hours (if prior to an Event of Default and at any time if on or their equivalentafter an Event of Default), to all premises where Collateral is located for the purposes of inspecting (and if after the occurrence of an Event of Default, removing) in favor any of Purchaserthe Collateral, including Seller's computers and books and records, and Seller shall permit Purchaser or its designee to make copies or extracts therefrom. All policies Seller hereby irrevocably authorizes all of insurance shall provide for not less than thirty (30) days prior written cancellation notice its accountants and third parties to disclose and deliver to Purchaser, at Seller's expense, all financial information, books and records, work papers, management reports and other information in their possession relating to Seller. 8.711.10. Notwithstanding that Seller has agreed to pay the Misdirected Payment Fee pursuant to Section 3.2.1 hereof, Seller Purchaser shall deliver in kind to Purchaser on the next Business Day following the date of receipt by Seller at no time be a deemed fiduciary of the amount of any payment on account of a Purchased Account. 8.8. Before sending any Invoice to an Account DebtorSeller, although Seller shall mark same with a notice of assignment as may be required by Purchasexa fiduciary of the Purchaser.