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 Rights under this Agreement shall be without recourse to the Transferor. It is the express intent of the Transferor and the Transferee that each conveyance by the Transferor to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor), providing the Transferee with the full risks and benefits of ownership of the Receivables and Related Rights (such that the Receivables and the Related Rights would not be property of the Transferor’s estate in the event of the Transferor’s bankruptcy) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Transferee be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes under applicable law and accounting principles. None of the Transferee, the Agent, the Investors or the other Affected Persons shall have any obligation or liability under any Receivables or Related Rights, nor shall the Transferee, the Agent, any Investor or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Transferor (including any obligation to perform any of the obligations of the Transferor under any Receivables or Related Rights).

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 Rights under this Agreement shall be without recourse to the Transferorany Originator. It is the express intent of the Transferor each Originator and the Transferee that each conveyance by the Transferor such Originator to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor such Originator to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferorsuch Originator), providing the Transferee with the full risks and benefits of ownership of the Receivables and Related Rights (such that the Receivables and the Related Rights would not be property of the Transferorsuch Originator’s estate in the event of the Transferorsuch Originator’s bankruptcy) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Transferee be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferorsuch Originator, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes under applicable law and accounting principles. None of the Transferee, the Agent, the Investors or the other Affected Persons shall have any obligation or liability under any Receivables or Related Rights, nor shall the Transferee, the Agent, any Investor or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Transferor any Originator (including any obligation to perform any of the obligations of the Transferor any Originator under any Receivables or Related Rights).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables Pool Assets and Related Rights Assets under this Agreement shall be without recourse to the Transferorany Originator. It is the express intent of the Transferor Each Originator and the Transferee that each conveyance by Company intend the Transferor transactions hereunder to the Transferee pursuant to this Agreement constitute absolute and irrevocable true sales or valid contributions of the Receivables Pool Assets and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of Assets by such Receivables and Related Rights by the Transferor Originator to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor)Company, providing the Transferee Company with the full risks and benefits of ownership of the Receivables Pool Assets and Related Rights Assets (such that the Receivables Pool Assets and the Related Rights Assets would not be property of the Transferorsuch Originator’s estate in the event of the Transferorsuch Originator’s bankruptcy) and that the right, title and interest in and to such Receivables and Related Rights conveyed ). Notwithstanding anything to the Transferee contrary in this Agreement or any other Transaction Document, no payments by any Originator shall be prior made to the rights Company to the extent that they constitute recourse with respect to a Pool Asset and the Related Assets by reason of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend financial or credit condition of the related Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to treat each such conveyance as a “true sale” the related Account Debtor or “true contribution”, as applicableObligor); provided that, for all purposes under applicable law and accounting principlesthe avoidance of doubt, this paragraph shall not relieve any Originator from making any payments pursuant to this Agreement with respect to any Deemed Collections. None of the TransfereeCompany, the Agentany Purchaser, the Investors any Purchaser Agent or the other Affected Persons Administrative Agent shall have any obligation or liability under any Receivables Pool Assets or Related RightsAssets (including any commitment to fund loans under any Loan Documents), nor shall the Transferee, the AgentCompany, any Investor Purchaser, any Purchaser Agent or the other Affected Persons Administrative Agent have any obligation or liability to any Account Debtor, Obligor or other customer or client of the Transferor any Originator (including any commitment to fund loans under any Loan Documents or any other obligation to perform any of the obligations of the Transferor an Originator under any Receivables Pool Assets or Related RightsAssets).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale or contributionof the Receivables, as applicable, of Receivables the Related Security and Related Rights all related Collections under this Agreement shall be without recourse to the Transferorapplicable Seller. It is The Sellers and Buyer intend the express intent of the Transferor and the Transferee that each conveyance by the Transferor transactions hereunder to the Transferee pursuant to this Agreement constitute true sales of the Receivables (together with all Related Security and the Related Rightsall related Collections) by each Seller to Buyer, including without limitation, all Receivables, if any, constituting general intangibles and that this transaction shall constitute a “sale of accounts” (as defined such term is used in Article 9 of the UCC), which sale is absolute and irrevocable, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor), providing the Transferee provides Buyer with the full risks and benefits of ownership of the Receivables (together with all Related Security and Related Rights (related Collections) such that the Receivables (together with all Related Security and the Related Rights all related Collections) would not be property of the Transferorapplicable Seller’s estate in the event of the Transferorapplicable Seller’s bankruptcy. If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “True Sales” of the Receivables (together with all Related Security and all related Collections) from the applicable Seller to Buyer, then this Agreement shall also be deemed to be a “Security Agreement” within the meaning of Article 9 of the UCC and that each Seller hereby grants to Buyer a “Security Interest” within the meaning of Article 9 of the UCC in all of the applicable Seller’s right, title and interest in and to such Receivables the Receivables, Related Security and Related Rights conveyed Collections, now existing and thereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights of aggregate purchase prices therefor and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes under applicable law and accounting principles. None of the Transferee, the Agent, the Investors or the applicable Seller’s other Affected Persons payment obligations under this Agreement. Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor applicable Seller (including any obligation to perform any of the obligations of the Transferor applicable Seller under any Receivables or Related RightsReceivable).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Receivables and Related Rights other Sold Assets under this Agreement shall be without recourse to any Originator, provided, however, that each Originator shall be liable to the Transferor. It is Buyer and its assigns for all representations, warranties, covenants and indemnities made by such Originator (other than in its role as Servicer) pursuant to the express intent terms of the Transferor Transaction Documents to which such Originator is a party. The Originators and the Transferee that each conveyance Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or other absolute conveyances of the Purchased Receivables and other Sold Assets by the Transferor an Originator to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor)Buyer, providing the Transferee Buyer with the full risks and benefits of ownership of the Receivables and Related Rights Sold Assets (such that the Receivables and the Related Rights Sold Assets would not be property of the Transferorany Originator’s estate in the event of the Transferorsuch Originator’s bankruptcy) ). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or other absolute conveyances of Receivables and that the other Sold Assets from an Originator to the Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and such Originator hereby grants to the Buyer a “security interest” within the meaning of Article 9 of the UCC in all of such Originator’s right, title and interest in and to such Purchased Receivables and Related Rights conveyed the other Sold Assets, now existing and hereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights aggregate purchase prices therefor and each of and enforceable against all such Originator’s other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes payment obligations under applicable law and accounting principlesthis Agreement. None of the Transferee, the Agent, the Investors or the other Affected Persons The Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable other than payment of the Purchase Price therefor, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor any Originator (including any obligation to perform any of the obligations of the Transferor such Originator under any Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, each Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(l), its master data processing records relating to the Receivables with a legend reasonably acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and that it will note in its financial statements that its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Rights)Security, Collections and other Sold Assets with respect thereto, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Receivables and Related Rights other Sold Assets under this Agreement shall be without recourse to any Originator, provided, however, that each Originator shall be liable to the Transferor. It is Buyer and its assigns for all representations, warranties, covenants and indemnities made by such Originator pursuant to the express intent terms of the Transferor Transaction Documents to which such Originator is a party. The Originators and the Transferee that each conveyance Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or other absolute conveyances of the Purchased Receivables and other Sold Assets by the Transferor an Originator to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor)Buyer, providing the Transferee Buyer with the full risks and benefits of ownership of the Receivables and Related Rights Sold Assets (such that the Receivables and the Related Rights Sold Assets would not be property of the Transferorany Originator’s estate in the event of the Transferorsuch Originator’s bankruptcy) ). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or other absolute conveyances of Receivables and that the other Sold Assets from an Originator to the Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and such Originator hereby grants to the Buyer a “security interest” within the meaning of Article 9 of the UCC in all of such Originator’s right, title and interest in and to such Purchased Receivables and Related Rights conveyed the other Sold Assets, now existing and hereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights aggregate purchase prices therefor and each of and enforceable against all such Originator’s other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes payment obligations under applicable law and accounting principlesthis Agreement. None of the Transferee, the Agent, the Investors or the other Affected Persons The Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable other than payment of the Purchase Price therefor, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor any Originator (including any obligation to perform any of the obligations of the Transferor such Originator under any Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, each Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(i), its master data processing reports relating to the Purchased Receivables and related Contracts with a legend that indicates that the Buyer has acquired such Purchased Receivables as provided in this Agreement. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Rights)Security, Collections and other Sold Assets with respect thereto, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Receivables and Related Rights under this Agreement shall be without recourse to the TransferorOriginators. It is Each Originator and Buyer intend the express intent transactions hereunder to constitute true sales of the Transferor Receivables, and the Transferee that each conveyance by the Transferor to the Transferee pursuant to this Agreement of the related Receivables and the Related RightsAssets, including without limitation, together with all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables Originator’s right, title and Related Rights interest in, to and under the Lock-Boxes by the Transferor such Originator to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor)Buyer, providing the Transferee Buyer with the full risks and benefits of ownership of the Receivables, and the related Receivables Assets related thereto, together with all of such Originator’s right, title and Related Rights interest in, to and under the Lock-Boxes (such that the Receivables Receivables, and the Related Rights related Receivables Assets related thereto, together with all of such Originator’s right, title and interest in, to and under the Lock-Boxes would not be property of the Transferorsuch Originator’s estate in the event of the TransferorOriginator’s bankruptcy) ). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” of Receivables from the Originators to Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC each and that Originator hereby grants to Buyer a “security interest” within the meaning of Article 9 of the UCC in all of each Originator’s right, title and interest in and to such Receivables, and the related Receivables Assets related thereto, together with all of such Originator’s right, title and Related Rights conveyed interest in, to and under the Lock-Boxes (including the proceeds thereof), now existing and thereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights aggregate purchase prices therefor and each of and enforceable against all such Originator’s other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes payment obligations under applicable law and accounting principlesthis Agreement. None of the Transferee, the Agent, the Investors or the other Affected Persons Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor an Originator (including any obligation to perform any of the obligations of the Transferor such Originator under any Receivables or Related RightsReceivable).

No Recourse or Assumption of Obligations. Except as specifically provided in this AgreementThe contribution, the purchase and sale or contribution, as applicable, of Receivables and Related Rights under this Agreement shall be without recourse to the Transferor. It is the express intent of the Transferor and the Transferee Originators, provided, however, that (i) each conveyance by the Transferor Originator shall be severally liable to the Transferee Buyer for all representations, warranties and covenants made by such Originator pursuant to this Agreement of the Receivables and the Related Rights(ii) such contribution, including without limitation, all Receivables, if any, constituting general intangibles as defined purchase and sale does not constitute and is not intended to result in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights assumption by the Transferor to the Transferee (rather than the grant Buyer of a security interest to secure a debt or other any assignee of any obligation of the Transferor)Originators or any other person arising in connection with the Receivables. Each Originator and Buyer intend that the sale transactions hereunder shall be absolute and irrevocable and shall constitute true sales of Receivables by such Originator to Buyer, providing the Transferee Buyer with the full risks and benefits of ownership of the Receivables and Related Rights originated by such Originator (such that the Receivables and the Related Rights would not be property of the Transferor’s such Originator's estate in the event of such Originator's bankruptcy). If, however, with respect to Sold Property conveyed to the Transferor’s bankruptcyBuyer by the Originators, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be "true sales" of such Sold Property from the Originators to Buyer, then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and (i) each United States Originator hereby grants to Buyer a "security interest" within the meaning of Article 9 of the UCC, (ii) PerkinElmer Canada, Inc. hereby grants to Buyer a "security interest" within the meaning of the Personal Property Act (Ontario) and that a "movable hypotec" within the meaning of the Civil Code of Quebec, and, in all of such Originator's right, title and interest in and to the such Receivables Sold Property, now existing and Related Rights conveyed thereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights aggregate purchase prices therefor and each of and enforceable against all such Originator's other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes payment obligations under applicable law and accounting principlesthis Agreement. None of the Transferee, the Agent, the Investors or the other Affected Persons Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor an Originator (including any obligation to perform any of the obligations of the Transferor such Originator under any Receivables or Related RightsReceivable).

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the contribution, purchase and sale or contribution, as applicable, of Receivables and Related Rights other Sold Assets under this Agreement shall be without recourse to the Transferor. It is Originator, provided, however, that the express intent Originator shall be liable to the Buyer and its assigns for all representations, warranties, covenants and indemnities made by the Originator (other than in its role as Servicer) pursuant to the terms of the Transferor Transaction Documents to which the Originator is a party. The Originator and the Transferee that each conveyance Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or other absolute conveyances of the Purchased Receivables and other Sold Assets by the Transferor Originator to the Transferee pursuant to this Agreement of the Receivables and the Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as an absolute, irrevocable, valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Transferor to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of the Transferor)Buyer, providing the Transferee Buyer with the full risks and benefits of ownership of the Receivables and Related Rights Sold Assets (such that the Receivables and the Related Rights Sold Assets would not be property of the TransferorOriginator’s estate in the event of the TransferorOriginator’s bankruptcy) ). If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “true sales” or other absolute conveyances of Receivables and that the other Sold Assets from the Originator to the Buyer, then this Agreement shall also be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Originator hereby grants to the Buyer a “security interest” within the meaning of Article 9 of the UCC in all of the Originator’s right, title and interest in and to such Purchased Receivables and Related Rights conveyed the other Sold Assets, now existing and hereafter created, to secure a loan in an amount equal to the Transferee be prior to the rights of aggregate purchase prices therefor and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, investors and any Person claiming through the Transferor, and intend to treat each such conveyance as a “true sale” or “true contribution”, as applicable, for all purposes under applicable law and accounting principles. None of the Transferee, the Agent, the Investors or the Originator’s other Affected Persons payment obligations under this Agreement. The Buyer shall not have any obligation or liability under with respect to any Receivables or Related RightsReceivable other than payment of the Purchase Price therefor, nor shall the Transferee, the Agent, any Investor or the other Affected Persons Buyer have any obligation or liability to any Obligor or other customer or client of the Transferor Originator (including any obligation to perform any of the obligations of the Transferor Originator or the Servicer under any Receivable). In view of the intention of the parties hereto that each sale of Receivables made hereunder shall constitute a true sale of such Receivables rather than a loan secured thereby, the Originator agrees that it has marked, or will xxxx xxxxx to the date on which it becomes a party to this Agreement, in accordance with Section 5.1(l), its master data processing records relating to the Receivables with a legend reasonably acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and that it will note in its financial statements that its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), the Originator will execute (if required) and file or authorize the filing of such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables and the Related Rights)Security, Collections and other Sold Assets with respect thereto, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.