Excluded Receivables Sample Clauses
The Excluded Receivables clause defines which receivables are not covered or included under a particular agreement, such as a sale, assignment, or securitization of receivables. Typically, this clause lists specific types of receivables—such as those subject to disputes, those that are overdue, or those owed by certain high-risk customers—that are carved out from the transaction. By clearly identifying receivables that are excluded, the clause helps allocate risk and ensures that only qualifying, lower-risk receivables are transferred or considered, thereby protecting the parties from potential losses associated with problematic accounts.
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Excluded Receivables. The accounts receivables and other receivables of the Business, including without limitation, the receivables set forth on Schedule 1.3(i), but excluding the accounts receivables and other receivables of the Business arising on or after the Closing Date.
Excluded Receivables. (a) So long as each of the Included Conditions shall be satisfied, the Servicer may, from time to time and at its sole discretion, request that the Specified Obligor cease to be designated as an Excluded Obligor by delivering an Excluded Obligor Request to the Administrator and each Purchaser Agent, which Excluded Obligor Request shall (i) specify that the Specified Obligor shall no longer constitute an Excluded Obligor, (ii) be executed by the Seller, the Servicer and each Originator and (iii) specify the proposed Excluded Obligor Date with respect to the Specified Obligor (which date shall be no less than ten (10) Business Days following the date of such Excluded Obligor Request). For purposes of this Section 13.18, “Included Conditions” means, as of any date of determination, the satisfaction of all of the following conditions on such date: (i) no Amortization Event or Unmatured Amortization Event has occurred and is continuing, or would result from the proposed removal of the Specified Obligor as an Excluded Obligor, (ii) the Servicer has delivered to the Administrator a favorable UCC lien search with respect to each Originator in its respective jurisdiction of organization and such lien searches do not indicate any UCC financing statements that include as the collateral thereof, any Receivables, the Obligor of which is the Specified Obligor or any Affiliate thereof, (iii) the Servicer has delivered to the Administrator a pro forma Settlement Report, in form and substance satisfactory to the Administrator and each Purchaser Agent and prepared after giving effect to the proposed removal of the Specified Obligor as an Excluded Obligor, and (iv) the Servicer has prepared (or caused to be prepared) UCC financing statement amendments (in form and substance satisfactory to the Administrator) with respect to each of the UCC financing statements filed against the Originators in connection with the Transaction Documents, which UCC financing statement amendment cause references to any “Excluded Receivables” to be deleted from the related UCC financing statements (each such UCC financing statement amendment, a “Removing Excluded Receivable UCC Amendment”).
(b) So long as (i) as of the Excluded Obligor Date and after giving effect to the removal of the Specified Obligor’s designation as an Excluded Obligor, each of the Included Conditions have been satisfied, (ii) each Removing Excluded Receivable UCC Amendment has been appropriately filed in the applicable jurisd...
Excluded Receivables. With reasonable promptness, written notice if the total amount of Excluded Receivables originated in any calendar month exceeds $150,000.
Excluded Receivables. Each Originator may from time to time, by written notice to the Buyer, the Administrative Agent and the Group Agents, propose to designate one or more Obligors, the Receivables of which will cease to be sold (or contributed) to the Buyer by such Originator from and after a specified date. If the Administrative Agent and the Group Agents consent to such proposed exclusion in writing, Receivables owed by any such Obligor (each, an “Excluded Obligor”) created on or after the date specified in such written consent, or if no date is specified, from and after the fifth Business Day after the date of such written consent (such date, the “Exclusion Date” for such Excluded Obligor) shall not be sold (or contributed) by such Originator to the Buyer hereunder (each such Receivable, an “Excluded Receivable”). It is acknowledged and agreed that collections on Excluded Receivables shall not constitute Collections and shall be subject to the provisions of the Transaction Documents regarding the commingling of Collections with other funds. With the written consent of the Administrative Agent and the Group Agents, an Originator may designate any Excluded Obligor to cease to be an Excluded Obligor as of a specified date, and Receivables owed by such former Excluded Obligor created on or after such specified date shall not constitute Excluded Receivables.”
Excluded Receivables. The following Receivables shall be excluded from the scope of application of the Agreement:
(i) receivables arising from a contract of which the performance has been wholly or partly subcontracted under French law n°75-1334 of 31 December 1975, or any similar applicable law or regulation granting to the subcontractor a direct claim on the relevant Debtor for the payment owed to it by the relevant French Seller under the subcontract (save if, to the reasonable satisfaction of the Factor, bank guarantees (to guarantee payments to the relevant subcontractors) or other relevant arrangements have been implemented in advance in accordance with the above laws and regulations so as to avert the exercise of any such direct claim);
(ii) receivables the payment of which, even if unconditionally accepted by the Debtor, is on the date on which is transferred to the Factor, is the subject of verifying the performance of an obligation by the relevant French Seller;
(iii) receivables evidenced by invoices solely corresponding to penalties and late payment interests;
(iv) receivables evidenced by invoices corresponding to Receivables which are, on the date on which it is transferred to the Factor, Disputed Receivables.
Excluded Receivables. Each of the Secured Parties hereby authorizes the Administrative Agent or any other Agent, if applicable, and the Administrative Agent or such other Agent, if applicable, hereby agrees, promptly upon written request from Borrower to execute and deliver to Borrower such UCC termination statements or other documents as may be necessary as reasonably determined by Borrower to terminate, on behalf of itself, the other Agents and the Lenders, the security interest in and Adverse Claim upon any Excluded Receivable (as defined in the Receivables Sale Agreement) held by the Administrative Agent, or other Agent, if applicable, for the benefit of the Secured Parties, all at Borrower’s expense.
Excluded Receivables. Excluded Receivables means:
(a) Outstanding Receivables whose assignment is prohibited by applicable federal or state law; and (b) such other Outstanding Receivables as CRES Provider and Company from time to time shall mutually agree to be Excluded Receivables.
Excluded Receivables. (a) Buyer shall have the right to elect, by written notice to Company given at any time within the Due Diligence Period, to not assume such Receivables as it may choose having an aggregate face amount of not more than Three Hundred Thousand Dollars ($300,000) (any Receivables which Buyer so elects not to assume are hereinafter referred to as “Excluded Receivables”). Buyer shall, at no cost to Buyer, use commercially reasonable efforts (consistent with its own receivables collection practices) to assist Company in the collection of and/or collect the Excluded Receivables on Company’s behalf.
(b) From and after the Closing, Company shall have the right and authority to collect for its own account all Excluded Receivables and to endorse any checks or drafts received with respect to any Excluded Receivables. Buyer will promptly deliver to Company any cash or other property received directly or indirectly by it with respect to the Excluded Receivables, including any amounts payable as interest.
Excluded Receivables. It is hereby acknowledged and agreed by Purchaser that (a) with respect to the Excluded Receivables identified in clauses (i) and (ii) of the definition of Excluded Receivables, immediately following the consummation of the Comenity Transaction, Purchaser shall be deemed to have sold, conveyed and assigned to Seller, and relinquished, released and disclaimed any further rights with respect to, all such Excluded Receivables as of the Cut-off Time and (b) with respect to the Excluded Receivables identified in clause (iii) of the definition of Excluded Receivables, as of the 120th day after the Closing Date, Purchaser shall hereby sell, convey and assign to Seller, and shall be deemed to have relinquished, released and disclaimed any further rights with respect to, all such Excluded Receivables as of such date.
Excluded Receivables. All receivables due from one Seller to the -------------------- other Seller, from either Seller to ENBPI, or from ENBPI to either Seller (the "Excluded Receivables");