Common use of Factoring Clause in Contracts

Factoring. Carrier shall provide TX Logistics with written notice of any assignment, factoring or other transfer of its right to receive payments arising under this Agreement or any Tender Document at least thirty (30) days prior to such assignment, factoring or other transfer taking legal effect. Such written notice shall include the name and address of the assignee/factor/transferee, the date that the assignment, factoring arrangement or other transfer is to take legal effect, and the terms of the assignment, factoring arrangement or other transfer, and shall be considered delivered upon actual receipt of such written notice by TX Logistics from the Carrier (and not before). Carrier shall be allowed to have only one such assignment, factoring arrangement or transfer legally effective at any one point in time relative to payments hereunder, and no multiple assignments. TX Logistics shall be entitled to rely upon such written notice until it is withdrawn in writing by Carrier and confirmed in writing as withdrawn by the assignee, factor or transferee, and TX Logistics shall have no obligation to verify with the Carrier or otherwise that it remains in effect at the time of any payment under this Agreement of any Tender Document. Carrier shall indemnify TX Logistics against and hold TX Logistics harmless from any and all lawsuits, claims, actions, damages (including reasonable attorneys’ fees and costs, obligations, liabilities and liens) arising or imposed in connection with the assignment, factoring or transfer of any account or right to payment arising hereunder. Carrier also releases and waives any right, claim or action against TX Logistics for any amount due and owing under this Agreement where the Carrier has not complied with the notice requirements of this section. Nothing herein limits the right of TX Logistics to withhold payment for services not completed or not properly performed by Carrier, or to apply deductions or set-offs against amounts due to the Carrier to which TX Logistics is entitled hereunder or at law, including for any amounts owed by the Carrier to TX Logistics.

Factoring. Carrier CARRIER shall provide TX Logistics with BROKER written notice of any assignment, factoring factoring, amendment, or other transfer of its right to receive payments payment arising under this Agreement or any Tender Document ( "Pay Assignment") at least thirty (30) days prior to the effective date of such assignmentPay Assignment, factoring or other transfer taking legal effectwhich may affect BROKER's payment obligations. Such BROKER is not obligated to honor any Pay Assignment unless such notice is proper and timely received. At minimum, each written notice shall include the name and address of the factoring company, assignee/factor/transferee, the or transferee; date that the assignment, factoring arrangement or other transfer signed; date Pay Assignment is to take legal effect, begin; and the terms of the assignment, factoring arrangement or other transfer, and shall be Pay Assignment. Notice is considered delivered upon actual receipt of such written notice by TX Logistics from BROKER. BROKER shall have the Carrier (right to ask for, and not before). Carrier CARRIER shall be allowed obligated to have only furnish, any further documentation BROKER requires in order to satisfy BROKER as to the authenticity and requirements of the Pay Assignment. BROKER's payment obligations shall not be subject to more than one such assignment, factoring arrangement or transfer legally effective Pay Assignment at any one point in time relative time. Any and all Pay Assignments are taken subject to payments hereunderall the terms of this Agreement regardless of when or if BROKER receives a notice of Pay Assignment. CARRIER shall indemnify, defend, and no multiple assignments. TX Logistics shall be entitled to rely upon such written notice until it is withdrawn in writing by Carrier hold BROKER and confirmed in writing as withdrawn by the assignee, factor or transferee, and TX Logistics shall have no obligation to verify with the Carrier or otherwise that it remains in effect at the time of any payment under this Agreement of any Tender Document. Carrier shall indemnify TX Logistics against and hold TX Logistics CUSTOMERS harmless from and against any and all lawsuits, claims, actions, and damages (including reasonable attorneys’ fees and ' fees, costs, obligationsliabilities, liabilities and liens) arising or from, imposed upon BROKER in connection with, or in any way related to any Pay Assignment. If CARRIER wants to terminate a Pay Assignment, a written release from the CARRIER and the Pay Assignment's assignee, in a form satisfactory to BROKER's counsel, must be received by BROKER specifying the terms and date of release. If CARRIER fails to comply with any one of the assignmentrequirements of this Section, factoring or transfer of any account or right to payment arising hereunder. Carrier also then CARRIER releases and waives any and all right, claim claim, or action against TX Logistics BROKER and CUSTOMERS for any amount due and owing under this Agreement where the Carrier has not complied with the notice requirements of this section. Nothing herein limits the right of TX Logistics to withhold payment for services not completed or not properly performed by Carrier, or to apply deductions or set-offs against amounts due to the Carrier to which TX Logistics is entitled hereunder or at law, including for any amounts owed by the Carrier to TX LogisticsAgreement.

Factoring. Carrier shall provide TX Logistics with BROKER written notice of any assignment, factoring factoring, or other transfer of its right to receive payments arising under this Agreement or any Tender Document Contract at least thirty (30) days prior to such assignment, factoring factoring, or other transfer taking legal effecteffect as to BROKER’s payment obligations (BROKER shall not be obligated to honor any factoring, assignment or any other transfer of CARRIER’s right to receive any payments hereunder unless such notice is timely received). Such written notice shall include the name and address of the factoring company, assignee/factor/transferee, the date, date that the assignment, factoring arrangement or other transfer assignment is to take legal effectbegin, and the terms of the assignment, factoring arrangement or other transfer, and shall be considered delivered upon actual receipt of such written notice by TX Logistics from BROKER. BROKER shall have the Carrier (right to ask for and not beforeCARRIER shall be obligated to furnish any further documentation BROKER requires in order to satisfy itself as to the authenticity and payment requirements of the factoring arrangement(s). Carrier BROKER’s payment obligations hereunder shall not be allowed subject to have only more than one such assignment, factoring arrangement or transfer legally effective factoring/assignment agreement at any one point in time relative to payments hereunder, and no time. No multiple assignments. TX Logistics , factoring or other such transfers by the CARRIER shall be entitled binding on BROKER. Any and all factoring agreements are taken subject to rely upon such written notice until it is withdrawn in writing by Carrier and confirmed in writing as withdrawn by the assignee, factor or transferee, and TX Logistics shall have no obligation to verify with the Carrier or otherwise that it remains in effect at the time terms of any payment under this Agreement regardless of any Tender Documentwhen, or if BROKER receives a notice of assignment. Carrier CARRIER shall indemnify TX Logistics against indemnify, release and hold TX Logistics BROKER and its CUSTOMER harmless from and against any and all lawsuits, claims, actions, damages (including reasonable attorneys’ fees and fees, costs, obligationsliabilities, liabilities and liens) arising or imposed on BROKER in connection with the assignment, factoring any factoring/assignment or transfer of any account or right arising thereunder. If CARRIER wants to payment arising hereunderterminate a factoring arrangement, a written release from the CARRIER and the factoring company in a form satisfactory to BROKER’s counsel must be received by BROKER specifying the terms and date of release. Carrier CARRIER also releases and waives any and all right, claim or action against TX Logistics BROKER and its CUSTOMER for any amount due and owing under this Agreement where the Carrier CARRIER has not complied with any one of the notice requirements of this section. Nothing herein limits the right of TX Logistics to withhold payment for services not completed or not properly performed by Carrier, or to apply deductions or set-offs against amounts due to the Carrier to which TX Logistics is entitled hereunder or at law, including for any amounts owed by the Carrier to TX Logistics.

Factoring. Carrier CARRIER shall provide TX Logistics with BROKER written notice of any assignment, factoring factoring, or other transfer of its right to receive payments arising under this Agreement or any Tender Document Contract at least thirty (30) days prior to such assignment, factoring factoring, or other transfer taking legal effecteffect as to BROKER’s payment obligation hereunder (BROKER shall not be obligated to honor any factoring, assignment or any other transfer of CARRIER’s right to receive any payments hereunder unless such notice is timely received). Such written notice shall include the name and address of the factoring company, assignee/factor/transferee, the date, date that the assignment, factoring arrangement or other transfer assignment is to take legal effectbegin, and the terms of the assignment, factoring arrangement or other transfer, and shall be considered delivered upon actual receipt of such written notice by TX Logistics from BROKER. BROKER shall have the Carrier (right to ask for and not beforeCARRIER shall be obligated to furnish any further documentation BROKER requires in order to satisfy itself as to the authenticity of, and payment requirements of the factoring arrangement(s). Carrier BROKER’s payment obligations hereunder shall not be allowed subject to have only more than one such assignment, factoring arrangement or transfer legally effective factoring/assignment agreement at any one point in time relative to payments hereunder, and no time. No multiple assignments. TX Logistics , factoring or other such transfers by the CARRIER shall be entitled to rely upon such written notice until it is withdrawn in writing by Carrier and confirmed in writing as withdrawn by the assignee, factor or transferee, and TX Logistics shall have no obligation to verify with the Carrier or otherwise that it remains in effect at the time of any payment under this Agreement of any Tender Documentbinding on BROKER. Carrier CARRIER shall indemnify TX Logistics BROKER against and hold TX Logistics BROKER harmless from any and all lawsuits, claims, actions, damages (including reasonable attorneys’ fees and costsattorneys fees, obligationsobligation, liabilities liabilities, and liens) arising or imposed on BROKER in connection with the assignment, factoring factoring/assignment or transfer of any account or right arising thereunder. If CARRIER wants to payment arising hereunderterminate factoring, a release from the CARRIER and the factoring company in a form satisfactory to BROKER’s counsel must be received by BROKER specifying the terms and date of release. Carrier CARRIER also releases and waives any right, claim or action against TX Logistics BROKER for any amount due and owing under this Agreement where the Carrier CARRIER has not complied with the notice requirements of this section. Nothing herein limits the right of TX Logistics to withhold payment for services not completed or not properly performed by Carrier, or to apply deductions or set-offs against amounts due to the Carrier to which TX Logistics is entitled hereunder or at law, including for any amounts owed by the Carrier to TX Logistics.