GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from an Account Debtor to make any payment arising pursuant to the provisions of this Annex D shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable to such obligation. SCHEDULE 1 TO ANNEX D ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables Receivables (total): Purchase Price (total): We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]. Signed for and on behalf of [insert name of Seller] Authorised Signatory
Appears in 1 contract
GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from an Account Debtor to make any payment arising pursuant to the provisions of this Annex D shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable to such obligation. SCHEDULE 1 TO ANNEX D ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables _____________________ Receivables (total): _____________________ Purchase Price (total): _____________________. We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] the Seller set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] the Seller became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]. Signed for and on behalf of [insert name of Seller] Aleris Aluminum Duffel BVBA Authorised SignatorySignatory ANNEX E COUNTRY CONDITIONS — BELGIUM — TRANSACTIONAL PURCHASE
Appears in 1 contract
GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from by an Account Debtor to make any payment arising pursuant to the provisions of this Annex D A shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable subject to such obligationEnglish law. SCHEDULE 1 TO ANNEX D A ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables Receivables (total): Purchase Price (total): We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, English law for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in In the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] English law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in In relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice Invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]English law. Signed for and on behalf of [insert name of Seller] Authorised SignatorySignatory ANNEX B: COUNTRY CONDITIONS – FRANCE – TRANSACTIONAL PURCHASE
Appears in 1 contract
GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from an Account Debtor to make any payment arising pursuant to the provisions of this Annex D shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable to such obligation. SCHEDULE 1 TO ANNEX D ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables Receivables (total): Purchase Price (total): We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]. Signed for and on behalf of [insert name of Seller] Authorised SignatorySignatory THIS RESTATEMENT AGREEMENT is made on June, 2011 BETWEEN:
Appears in 1 contract
GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from by an Account Debtor to make any payment arising pursuant to the provisions of this Annex D A shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable subject to such obligationEnglish law. SCHEDULE 1 TO ANNEX D A ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables Receivables (total): Purchase Price (total): We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, English law for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] English law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]English law. Signed for and on behalf of [insert name of Seller] Authorised SignatorySignatory ANNEX B: COUNTRY CONDITIONS – FRANCE – TRANSACTIONAL PURCHASE
Appears in 1 contract
GOVERNING LAW OF PAYMENT OBLIGATIONS. Any obligation from by an Account Debtor to make any payment arising pursuant to the provisions of this Annex D A shall be governed by and construed in accordance with the laws of any State of the United States of America or the District of Columbia, as the case may be, applicable subject to such obligationEnglish law. SCHEDULE 1 TO ANNEX D A ASSIGNMENT CERTIFICATE To: Aleris Switzerland GmbH Dear Sirs Currency of Receivables Receivables (total): Purchase Price (total): We refer to the Non-Recourse Receivables Purchase Agreement dated 1 August 2006 (the “Agreement”). This certificate evidences a sale and purchase of Eligible Receivables governed by the laws of any State of the United States or the District of Columbia, as applicable, English law for the purposes of the Agreement. We refer to sums due to us from Account Debtors as detailed in the attached Aged Debtor List. Pursuant to the Agreement, we, as beneficial owner and with full title guarantee, sold and assigned and transferred to you absolutely and without limitation all our rights, title, benefit and interest in the amounts due from the Account Debtors in respect of the Aged Debtor List and all rights to, or to demand, xxx for, recover, receive and give receipts for payments of such Receivables and all Related Rights thereto. The invoices detailed in the Aged Debtor List are denominated in the above mentioned currency, governed by [INSERT APPLICABLE STATE] English law. We represent and warrant that there are no claims, defences, counter claims or set-offs presently asserted by the Account Debtor(s) in relation to the Eligible Receivable(s) and that without prejudice to the foregoing and in accordance with clause 3.3 of the Agreement, the representations and warranties of [insert name of Seller] the Seller set out in clauses 3.1 and 3.2 of the Agreement were true on the date (i) [insert name of Seller] the Seller became party to this Agreement with respect to the Pre-Existing Receivables, and (ii) of the related invoice issued under a Supply Contract with respect to the Future Receivables. We do not guarantee the solvency of the Account Debtor nor the payment of the Receivables by the Account Debtor. Capitalised terms used but not defined herein shall have the meanings assigned to them in the Agreement. This letter shall be governed by and construed in accordance with the laws of the [INSERT APPLICABLE STATE]English law. Signed for and on behalf of [insert name of Seller] Aleris Aluminum Duffel BVBA Authorised SignatorySignatory ANNEX B: COUNTRY CONDITIONS – FRANCE – TRANSACTIONAL PURCHASE
Appears in 1 contract
