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 sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to the Originator. The Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by the 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 (other than those repurchased by the Originator pursuant to the terms hereof) would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Originator (including any obligation to perform any of the obligations of the Originator under any Receivables or Related Assets) or to Servicer.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Purchase and Sale Agreement (OUTFRONT Media Inc.), Purchase and Sale Agreement (OUTFRONT Media 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 the any Originator. The 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 the 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 the by, or reconvened to, an Originator pursuant to the terms hereof) would not be property of the any Originator’s estate in the event of the such Originator’s bankruptcy). None of Buyer, the Administrative Agent, the Purchaser Parties Lenders or the other Affected Persons shall have any obligation or liability under any Receivables or Related AssetsRights, nor shall Buyer, the Administrative Agent, any Purchaser Party Lender or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the any Originator (including any obligation to perform any of the obligations of the any Originator under any Receivables or Related Assets) or to ServicerRights).

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 sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to the Originator. The Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by the 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 (other than those repurchased by the Originator pursuant to the terms hereof) would not be property of the Originator’s estate in the event of the Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the Originator (including any obligation to 4 perform any of the obligations of the Originator under any Receivables or Related Assets) or to Servicer.

Appears in 1 contract

Samples: QRS Purchase and Sale Agreement (OUTFRONT Media Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the sale or contribution, as applicable, Transfer of Receivables and Related Assets Rights under this Agreement shall be without recourse to the any Originator. The Each Originator and Buyer Transferee intend the transactions hereunder to constitute absolute and irrevocable true sales or and/or valid contributions of Receivables and the Related Assets Rights by the each Originator to BuyerTransferee, providing Buyer Transferee with the full risks and benefits of ownership of the Receivables and Related Assets Rights (such that the Receivables and the Related Assets (other than those repurchased by the Originator pursuant to the terms hereof) Rights would not be property of the any Originator’s estate in the event of the such Originator’s bankruptcy). Each Originator and the Transferee have structured the transactions contemplated by this Agreement as a sale and/or contribution, and each Originator and the Transferee agree to treat each such transaction as a “true sale” for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). None of BuyerTransferee, Administrative Agent, the Purchaser Parties Lenders or the other Affected Persons shall have any obligation or liability under any Receivables or Related AssetsRights, nor shall BuyerTransferee, Administrative Agent, any Purchaser Party Lender or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the any Originator (including any obligation to perform any of the obligations of the any Originator under any Receivables or Related Assets) or to ServicerRights).

Appears in 1 contract

Samples: Purchase and Contribution Agreement (TGPX Holdings I LLC)

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No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to the any Originator. The 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 the 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 (other than those repurchased by the any Originator pursuant to the terms hereof) would not be property of the any Originator’s estate in the event of the such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or 4 liability to any Obligor or other customer or client of the any Originator (including any obligation to perform any of the obligations of the any Originator under any Receivables or Related Assets) or to Servicer.

Appears in 1 contract

Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)

No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to the any Originator. The 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 the 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 (other than those repurchased by the any Originator pursuant to the terms hereof) would not be property of the any Originator’s estate in the event of the such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of the any Originator (including any obligation to perform any of the obligations of the any Originator under any Receivables or Related Assets) or to Servicer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (OUTFRONT Media Inc.)

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