Further Action Evidencing Purchases. (a) The Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and use commercially reasonable efforts, to perfect, protect or more fully evidence the Purchaser’s interests in the Purchased Assets, or to enable the Purchaser (or any agent or designee of any of the foregoing) to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and notices, as may be necessary or appropriate or as the Purchaser or any of its assigns, may reasonably request, (ii) without limiting the foregoing, xxxx its master data processing records evidencing the Receivables included in the Purchased Assets and the related Settlement Purchase Agreements with a legend indicating that such assets have been sold to the Purchaser and (iii) indicate on its financial statements that such Receivables have been sold to the Purchaser pursuant to this Agreement. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the Seller shall indemnify the Purchaser (or any such assignee) for its reasonable costs and expenses incurred in connection therewith (including reasonable and documented attorneys fees) upon written demand (which demand shall itemize such expenses in reasonable detail).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Imperial Holdings, Inc.)
Further Action Evidencing Purchases. (a) The Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and use commercially reasonable efforts, take all further action that may be reasonably necessary to perfect, protect or more fully evidence the Purchaser’s 's and its assignees' respective interests in the Purchased Assets, or to enable the Purchaser and/or such assignees (or any agent or designee of any of the foregoing) to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and notices, as may be necessary or appropriate or as the Purchaser or any of its assigns, assignees may reasonably request, and (ii) without limiting the foregoing, xxxx its master data processing records evidencing the such Receivables included in the Purchased Assets and the related Settlement Purchase Agreements with a legend indicating that such assets have been sold to the Purchaser Purchaser, and (iii) indicate on its financial statements that such its Receivables have been sold to the Purchaser pursuant to this Agreement.
(b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the Seller shall indemnify reasonable expenses of the Purchaser (or any such assignee) for its reasonable costs and expenses incurred in connection therewith shall be payable by the Seller upon the Purchaser's (including reasonable and documented attorneys feesor any such assignee's) upon written demand therefor (which demand shall itemize such expenses in reasonable detail).
Appears in 1 contract
Further Action Evidencing Purchases. (a) The Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and use commercially reasonable efforts, to perfect, protect or more fully evidence the Purchaser’s interests in the Purchased Transferred Assets, or to enable the Purchaser (or any agent or designee of any of the foregoing) to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and notices, as may be necessary or appropriate or as the Purchaser or any of its assigns, may reasonably request, (ii) without limiting the foregoing, xxxx its master data processing records evidencing the Receivables included in the Purchased Transferred Assets and the related Settlement Purchase Agreements with a legend indicating that such assets have been sold or transferred to the Purchaser and (iii) indicate on its financial statements that such Receivables have been sold or transferred to the Purchaser pursuant to this Agreement.
(b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the Seller shall indemnify the Purchaser (or any such assignee) for its reasonable costs and expenses incurred in connection therewith (including reasonable and documented attorneys fees) upon written demand (which demand shall itemize such expenses in reasonable detail).
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Imperial Holdings, Inc.)
Further Action Evidencing Purchases. (a) The Seller agrees that at any time and from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and use commercially reasonable efforts, to perfect, protect or more fully evidence the Purchaser’s interests in the Purchased Assets, or to enable the Purchaser (or any agent or designee of any of the foregoing) to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Seller will (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and notices, as may be necessary or appropriate or as the Purchaser or any of its assigns, may reasonably request, (ii) without limiting the foregoing, xxxx its master data processing records evidencing the Receivables included in the Purchased Assets and the related Settlement Purchase Agreements with a legend indicating that such assets have been sold to the Purchaser and (iii) indicate on its financial statements that such Receivables have been sold to the Purchaser pursuant to this Agreement.
(b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the Seller shall indemnify the Purchaser (or any such assignee) for its reasonable costs and expenses incurred in connection therewith (including reasonable and documented attorneys fees) upon written demand (which demand shall itemize such expenses in reasonable detail).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Imperial Holdings, Inc.)
Further Action Evidencing Purchases. (a) 1. The Seller agrees that at any time and that, from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and use commercially reasonable effortstake all further action, that may be necessary or appropriate, or that the Purchaser may reasonably request, in order to perfect, protect or more fully evidence the Purchaser’s interests in the transfer of ownership of Purchased Assets, Receivables or to enable the Purchaser (or any agent or designee of any of the foregoing) to exercise or enforce any of their respective its rights hereunder. Without limiting the generality of the foregoing, the Seller will will, upon the reasonable request of the Purchaser, (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments and or notices, as may be necessary or appropriate appropriate, or as the Purchaser or any of its assigns, may reasonably request, (ii) without limiting the foregoing, xxxx its master data processing records mark conspicuously exxx invoice evidencing the Receivables included in the each Purchased Assets and the related Settlement Purchase Agreements Receivable with a legend indicating that such assets have been sold legend, acceptable to the Purchaser, evidencing that the Purchaser has purchased all of Seller's right, title, and interest therein, (iii) indicate on its financial statements that such Receivables have been sold send notification to Obligors as to the Purchaser pursuant Seller's sale of the Purchased Receivables to this Agreementthe Purchaser, and (iv) mark its master recoxxx evidencing Purchased Receivables with such legend.
(b) If 2. The Seller hereby authorizes the Purchaser to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relating to all or any of the Purchased Receivables without the signature of the Seller fails to perform any where permitted by law; provided, however, that the same shall clearly reflect the respective roles of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Seller and the Purchaser (or any assignee thereof) may (but shall not be required to) performas a seller and a purchaser, or cause performance ofrespectively, such agreement or obligation, and the Seller shall indemnify the Purchaser (or any such assignee) for its reasonable costs and expenses incurred in connection therewith (including reasonable and documented attorneys fees) upon written demand (which demand shall itemize such expenses in reasonable detail)hereunder.
Appears in 1 contract
Samples: Receivables Purchase and Transfer Agreement (Color Tile Inc)