Common use of No Recourse or Assumption of Obligations Clause in Contracts

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers or the other Affected Parties shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets).

Appears in 3 contracts

Samples: Receivables Sale Agreement (C. H. Robinson Worldwide, Inc.), Receivables Sale Agreement (C. H. Robinson Worldwide, Inc.), Receivables Sale Agreement (C H Robinson Worldwide Inc)

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No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Assets under this Agreement shall be without recourse to any OriginatorSeller. Each Originator Seller and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Assets by each Originator Seller to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any OriginatorSeller’s estate in the event of such OriginatorSeller’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator Seller (including any obligation to perform any of the obligations of any Originator Seller under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: Second Tier Purchase and Sale Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Borrower, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: First Tier Receivables Purchase and Sale Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Credit Parties or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Credit Party or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hill-Rom Holdings, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this AgreementAgreement and the other Transaction Documents, the purchase and sale or contribution, as applicable, of Receivables and Related Receivable Assets under this Agreement shall be without recourse to any the Originator. Each Originator and Buyer intend It is the express intent of each of the parties hereto that the transactions hereunder to shall constitute absolute and irrevocable true sales or valid contributions True Sale of Receivables and the Related Receivable Assets by each the Originator to Buyer, providing the Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and Receivable Assets, other than those repurchased by the Related Assets Originator pursuant to the terms hereof, would not be property of any the Originator’s estate in the event of such the Originator’s bankruptcy). None of the Buyer, the Administrative Agent, the Collateral Agent, the Purchasers or the other Affected Parties shall have assume any obligation or liability under in connection with any Receivables or Related Receivable Assets, nor shall the Buyer, the Administrative Agent, the Collateral Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any the Originator (including any obligation to perform any of the obligations of any the Originator under any Receivables or Related Receivable Assets).

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (ADT Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Receivables, Related Assets and Lease Devices under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend It is the express intent of each of the parties hereto that the transactions hereunder to shall constitute absolute and irrevocable true sales or valid contributions contributions, as applicable, of Receivables and the Receivables, Related Assets and Lease Devices by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and its Related Assets SPE (such that the Receivables and the Receivables, Related Assets and Lease Devices, other than those repurchased by the Originators pursuant to the terms hereof, would not be property of any Originator’s estate in the event of such any Originator’s bankruptcy). None Except as set forth below in Section 2.5, none of Buyerthe SPEs, the Administrative Agents, the Collateral Agent, the Purchasers or the other Affected Parties shall have assume any obligation or liability under in connection with any Receivables Receivables, Related Assets or Related AssetsLease Devices, nor shall Buyerany SPE, any Administrative Agent, the Collateral Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables Receivables, Related Assets or Related AssetsLease Devices).

Appears in 1 contract

Samples: Receivables Sale Agreement (SPRINT Corp)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Borrower, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: First Tier Purchase and Sale Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Transferred Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Transferred Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Transferred Assets (such that the Receivables and the Related Transferred Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Transferred Assets, nor shall Buyer, Borrower, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other licensee, licensor, customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables Transferred Assets) or Related Assets)to Servicer.

Appears in 1 contract

Samples: Joinder Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Receivables, Related Assets and Lease Devices under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend It is the express intent of each of the parties hereto that the transactions hereunder to shall constitute absolute and irrevocable true sales or valid contributions contributions, as applicable, of Receivables and the Receivables, Related Assets and Lease Devices by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and its Related Assets SPE (such that the Receivables and the Receivables, Related Assets and Lease Devices, other than those repurchased by the Originators pursuant to the terms hereof, would not be property of any Originator’s estate in the event of such any Originator’s bankruptcy). None Except as set forth below in Section 2.5, none of Buyerthe SPEs, the Administrative Agents, the Collateral Agent, the Purchasers or the other Affected Parties shall have assume any obligation or liability under in connection with any Receivables Receivables, Related Assets or Related AssetsLease Devices, nor shall Buyerany SPE, any Administrative Agent, the Collateral Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any Originator or any ISC Dealer (including any obligation to perform any of the obligations of any Originator any ISC Dealer under any Receivables Receivables, Related Assets or Related AssetsLease Devices).

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (SPRINT Corp)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Seller, Administrative Agent, any Purchaser or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: First Tier Purchase and Sale Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originatorthe Seller. Each Originator The Seller and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator the Seller to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originatorthe Seller’s estate in the event of such Originatorthe Seller’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator the Seller (including any obligation to perform any of the obligations of any Originator the Seller under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: Second Tier Purchase and Sale Agreement (Exela Technologies, Inc.)

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No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets Rights under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets Rights by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets Rights (such that the Receivables and the Related Assets Rights (other than those repurchased by, or reconvened to, an Originator pursuant to the terms hereof) would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, the Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related AssetsRights, nor shall Buyer, the Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related AssetsRights).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Oncor Electric Delivery Co LLC)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets Rights under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets Rights by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets Rights (such that the Receivables and the Related Assets Rights would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related AssetsRights, nor shall Buyer, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related AssetsRights).

Appears in 1 contract

Samples: Purchase and Sale Agreement (PG&E Corp)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Credit Parties or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Credit Party or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets).) or to Servicer. SECTION 2.5

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hill-Rom Holdings, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Transferred Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Transferred Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Transferred Assets (such that the Receivables and the Related Transferred Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Transferred Assets, nor shall Buyer, Borrower, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables Transferred Assets) or Related Assets)to Servicer.

Appears in 1 contract

Samples: Joinder Agreement (Exela Technologies, Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Receivables, Related Assets and Lease Devices under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend It is the express intent of each of the parties hereto that the transactions hereunder to shall constitute absolute and irrevocable true sales or valid contributions contributions, as applicable, of Receivables and the Receivables, Related Assets and Lease Devices by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and its Related Assets SPE (such that the Receivables and the Receivables, Related Assets and Lease Devices, other than those repurchased by the Originators pursuant to the terms hereof, would not be property of any Originator’s estate in the event of such any Originator’s bankruptcy). None Except as set forth below in Section 2.5, none of Buyerthe SPEs, the Administrative Agent, the Collateral Agent, the Purchasers or the other Affected Parties shall have assume any obligation or liability under in connection with any Receivables Receivables, Related Assets or Related AssetsLease Devices, nor shall Buyerany SPE, the Administrative Agent, the Collateral Agent, any Purchaser or the other Affected Parties have any obligation or liability to any Obligor or other customer or client of any Originator or any ISC Dealer (including any obligation to perform any of the obligations of any Originator any ISC Dealer under any Receivables Receivables, Related Assets or Related AssetsLease Devices).

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (SPRINT Corp)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, Conveyance of Receivables and Related Assets under this Agreement shall be without recourse to any OriginatorSeller. Each Originator Seller and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid true contributions or absolute assignments of Receivables and the Related Assets by each Originator Seller to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any OriginatorSeller’s estate in the event of such OriginatorSeller’s bankruptcy). None of Buyer, Administrative Agent, the Purchasers Lenders or the other Affected Parties Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Lender or the other Affected Parties Persons have any obligation or liability to any Obligor or other customer or client of any Originator Seller (including any obligation to perform any of the obligations of any Originator Seller under any Receivables or Related Assets)) or to Servicer.

Appears in 1 contract

Samples: Second Tier Receivables Purchase and Sale Agreement (Exela Technologies, Inc.)

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